Darkest Nightmare
by Alexander Jay
Summary: With the arrival of an ancient spirit, the fate of Duel Academy and its students are forever changed. Starts mid-season 3, OC, AU. Diverges greatly from canon. Pairings to be determined.
1. Nightfall

This story came about thanks to some other great writers here on . For a while I'd had the idea for an OC in GX, but I wasn't sure where I wanted the story to go. Then I read Pokewars, and I decided to try my hand at writing a Yu-Gi-Oh! story that got equally dark. I put that together with the idea I'd already had and voila! Hopefully it turned out well. Since this story looks to be turning out chapters much longer than I usually write, it'll be updated on a once-a-month basis. I don't own Yu-Gi-Oh!, only the character of William/The Nightmare Soul.

 **Chapter One**

The desert night was silent, nothing daring to make a noise for fear of disturbing the dark figure that strode through. It was a tall creature, nearly seven feet, and clad in a black cloak that obscured its form and billowed out behind it, despite the lack of wind. It left no footprints in the sand, and its smoky breath made no noise. The shadowy creature's path was arrow-straight and unwavering. There was no doubt in its mind where it needed to go. It had only one goal, and as it crested yet another sand dune, that goal became visible in the distance: a giant building, completely out of place in the desert, with a domed roof and several obelisks adorning it.

A building known, in the human world, as Duel Academy.

#

It wasn't nearly so quiet inside the building as it was outside. The inhabitants were confused and scared, so they held slumber parties in the sleeping areas. Several hundred teenagers stayed up all night long, playing games and telling stories with each other. Unfortunately, a few had chosen to stray from the larger group.

Two of these were walking together through the empty hallways, talking softly. A girl with long dark hair and a red jacket, and a French boy with a yellow jacket. They were lost in their own little world, just the two of them. It was one of those perfect moments in childhood, where they both wished that time could stop and let them stay just like this forever.

And behind them, creeping along, was a figure made of light, with a single arm of flesh, scaly and clawed. The person of light was just raising the clawed arm when she paused, turning her head to look out the window.

 _What? What is_ he _doing here?_ Her smug confidence in her ability to destroy the Academy's students was suddenly wavering. _He's supposed to be dead! Where has he been hiding for all these years?_ She shook her head, deciding she could figure it out later. For now, Yubel turned back to the children. Which one should she take? She had planned on the boy; he was weak, full of doubts and insecurities. It would take her little time to break his spirit and completely dominate his body.

But on the other hand, while the girl would put up more of a fight, she had a strong spirit. Once Yubel had broken her, she would prove to be a much more powerful host. And with that _thing_ on its way here, she couldn't afford to rush this. She would need to take her time, be careful and systematic in her destruction of the student body. If it would take a long time anyway, it was worth it to have a stronger host body.

The first thing to alert the other students to Yubel's presence was a loud scream. By the time they arrived, Blair Flannigan was gone without a trace. Only Marcel Bonaparte was there, his arm slashed and infected.

#

"We've got to do something, Crowler!" Jaden announced. "Let us go to this sub and see if we can find medicine for Marcel!"

Dr. Crowler looked from the grimly determined students, to his weeping vice-chancellor, and conceded defeat. "Alright, but be careful! After all, if any of you get hurt, Shepard will have my head! And my job!"

"Not a problem," Axel said. "Jim and I have outfitted some student PDAs to serve as GPS beacons. We'll drop them behind us to leave a trail, so there's no way we'll get lost."

"An' seein' as we've both been through Duel Survival Camp, this'll be a piece a' cake!" Jim said confidently. "We got Shirley too, and she'll take a bite outta any critters we run into!" his pet crocodile growled in agreement.

"Not to mention it seems like we can summon monsters for real here," Adrian chipped in. "We've got it covered."

"So what are we waiting for?" Jaden asked. "Let's get going already!"

The enthusiastic Slifer Red student led the way, followed closely by Jesse, Axel, Jim, and Adrian. They had barely made it out the door before an explosion from outside rattled the windows.

"What's goin' on?" Jesse asked, running to the window. Axel grabbed him and pulled him away from it.

"Be more careful, Jesse!" he snapped. "You too, Jaden!" he addressed the other teen, who Jim had grabbed for the same reason. "Get behind cover!" he pointed to the still-open door, and the other four ducked back into the Chancellor's office. Crowler and Bonaparte were already cowering behind the desk. Axel dropped to the floor and army crawled to the window, taking a quick look before retreating.

"It's a Duel Spirit," he told the group as he rejoined them. "It's tall and wearing a black cloak."

"Sure it's not a Ringwraith?" Adrian asked.

Axel ignored the joke. "There's a wolf by its side, and a smoking crater from whatever attack we heard."

"Was it gettin' ready for another attack?" Jim asked.

"Couldn't tell. But that's not the worst part. It's got someone."

"What do you mean?" Jaden demanded. "A student?"

"No, I didn't recognize him. But I'm pretty sure the guy it's dragging around is human."

"We've gotta rescue him!" Jaden declared. Without waiting, he got up and charged out of the office, racing down the hall.

"Jay, wait up!" Jesse called as he chased after him.

"Jaden, Jesse, stop!" Axel yelled. Neither one so much as slowed down. "Aagh!" he growled. "Come on, we better go back them up!" he told the others.

"Too right, mate!" Jim agreed.

Adrian rolled his eyes, but followed the other two anyway. The three of them caught up with Jaden and Jesse on the first floor.

"Jaden, stop and think!" Axel yelled. "What are you gonna do?"

"I'll improvise!" Jaden retorted just before slamming open the front doors and dashing outside. This time, both Axel and Adrian rolled their eyes. Jim and Jesse just chuckled at their friend's antics.

The spirit outside even made Jaden pause. Axel's description hadn't done it justice. The thing was most of seven feet tall, and the black cloak that covered it writhed and squirmed as though it were alive. The harsh light of the three suns seemed to dim in its presence. Puffs of smoke emanated from under the hood as it quietly breathed. And as Jaden came into view, it turned glowing blue eyes in his direction.

Slifer Red's best student came to a dead stop as the wolf crouched down, snarling at him. Its fur was as dark as its master's cloak, but its eyes were a hellish red. Orange saliva welled up in a mouth full of dagger-like fangs, hissing like acid as it dripped onto the sand.

"What are you doing here?" the tall Duel Spirit asked. Its voice wasn't the rasping sound of pure evil that Jaden had expected. Instead, it was deep and rich, a strong voice that sounded more appropriate narrating movies than coming from a living nightmare.

"What?" Jaden asked, thrown by the disconnect of the thing's voice for a moment.

The creature huffed in annoyance, a plume of black smoke billowing up from its face. It raised one hand, lifting up the unconscious human that Axel had mentioned.

"Why are you all here?" the spirit demanded.

"Hey, put him down!" Jaden yelled.

"Why, so that you can attack me?" the spirit shook its head. "I think not. Answer my question first. Why are you here?"

Jesse walked forward, stopping next to Jaden. "We don' know! There was a big duel, then a spirit got in the way and sent us all here!"

"All of you? The building as well?" the spirit sounded skeptical. "What spirit was this?"

"We don't know its name!" Jaden yelled.

Axel came up next, holding a fist up in a gesture that even Jaden and Jesse understood meant "quiet." The dark-skinned teen faced the tall Duel Spirit without showing a hint of fear. "The spirit that sent us here was made mostly of orange light. But it had one arm that was scaly and clawed."

The spirit gave a low, throaty chuckle. "That could describe any one of hundreds of spirits."

"Sorry we can't help," Axel said, not sounding apologetic at all. "But right now, we've got bigger problems! One of our own is injured and we need to cross the desert to go get medicine for him ASAP. So get out of our way, or we'll go through you!"

To emphasize the threat, he hefted his Duel Disk, securing it to his arm in a smooth, practiced motion.

The spirit began to laugh, great clouds of black smoke billowing from under his hood. Axel hesitated, unsure how to respond to that. The other students exchanged glances, disturbed by the spirit's reaction to Axel's threat. At last, the laughter died down. "You think you will 'go through me?' _Me?_ " It chuckled again. "If you had any idea what I am, you children would not make such cavalier statements." Another chuckle, then he held out the human he'd been carrying and dropped him. Jaden started forward, but Axel held out a hand to stop him, clearly still wary of the spirit.

"Relax, relax. If I wanted to hurt you, I wouldn't need bait. And I'm starting to doubt that such as you could traverse dimensions at will. Who is the leader of your organization?"

"Uh, Crowler is the Chancellor," Jaden said.

"Then I will meet with him," the spirit stated. "Show me where he is."

Axel shook his head as Jim walked up next to him. "No can do, mate," the tall Australian boy said. "No way we're lettin' someone like you just waltz into the Academy to do whatever you like."

"Then bring him out here."

"What's it matter to you anyway?" Jaden demanded. "Why do you care why we're here?"

"Because," the spirit said, sounding angry for the first time. His cloak started writhing even more than earlier. "Humans shouldn't be here! This is not the place for your kind!"

The wolf gave another low growl as the tall spirit appeared to calm himself. His cloak settled down. "Humans and spirits ought not mix. For such a large number of you to arrive here is a dire omen. The sooner you return to your world, the better."

"Well, great!" Jim announced happily. Everyone looked at him like he'd gone crazy. "That's what we want too, mate! None of us asked to be dropped in the middle a' the desert! If you know how to send us home, that's perfect!"

A stunned silence followed his words for a couple seconds as the good sense of them sunk in. The Academy students began smiling again.

"Well I can't send you back to Earth," the spirit said. "I thought that you came here on your own and had your own way to return."

"Oh."

A grim silence fell over the assembled students and the spirit.

"We still need to go find medicine for Marcel," Jaden pointed out. "We can figure out how to get home once we return."

"I'm not leaving while this thing's here," Axel said, eyeing the dark spirit cautiously.

"Funny, I'm not leaving while you're all here," the spirit replied. "Not only to get rid of you, one way or the other, but to make sure the spirit that brought you here is dealt with properly."

"What are you talking about?" Axel asked suspiciously.

The dark spirit seemed to settle in place, his voice taking on a slight lecturing tone as he spoke. "You said the spirit that sent you was made mostly of light. That can only mean that the majority of its physical form within your realm was destroyed. It must have found a way to absorb enough energy to form a temporary body. But that body couldn't last long in your world. I have no doubts that it traveled here with you, where its body of pure energy will remain intact longer. Not only that, but if it could possess one of you, it wouldn't be expending energy to keep a physical form."

Axel nodded a couple times as he took it in. "So what you're saying is that it was really just an arm, so it came here looking to steal the body of one of the students. That'll allow it to have a complete body."

"That's correct. I would advise you to keep every human in the building in one location. That will reduce the risk of this enemy spirit possessing anyone."

Jaden's eyes went wide. "Unless it's already happened!" he exclaimed.

Everyone turned to him, even the dark spirit and the wolf. "Whaddya mean, Jay?" Jesse asked.

"Look, it's a long shot," Jaden admitted. "But it just occurred to me, weren't Marcel and Blair always hanging out together?"

The other students looked thoughtful - at least, the ones that knew who both Marcel and Blair were. "Yeah, they were pretty close mates, weren' they?" Jim agreed.

"And something attacked Marcel, left a big cut on his arm!" Jaden continued. "Like it had claws."

"So you're wondering where Marcel's friend Blair is," Axel realized. "You're thinking the spirit attacked Marcel and then possessed her."

"I really hope I'm wrong, but I've got a bad feeling about it," Jaden said.

"Let me in," the spirit demanded. "I can search the school and find your enemy."

Axel's suspicious scowl returned. "How do we know you won't just join up with it? Something that powerful would make a good ally for you, wouldn't it?"

The spirit huffed in annoyance, blasting another plume of smoke out from under its hood. "I am not your enemy! We have already established that I also want you out of my world! Whoever sent you here in the first place is my enemy as well!"

"Kinda hard to trust a bloke whose face we can't see," Jim commented.

"Is that all?" The spirit huffed, then went stiff for a moment, his eyes closing as if in concentration. The next second, his cloak rose up off the ground. All the students took a few steps back, lifting their duel disks to prepare for an attack.

But the spirit wasn't attacking them. His cloak was collapsing, folding together and getting sucked up towards its head. As it lifted from the ground, it revealed a pair of legs wearing black pants and boots. An old-fashioned black tunic was revealed next. It was sleeveless, showing off the wearer's pale, muscular arms. Then the cloak was sucked downward for a few seconds before vanishing entirely into a mouth, leaving behind the face of an ordinary human. He was a little less than six feet tall, and had smooth, handsome features. His eyes were a brilliant blue color, his mouth curved up into a confident smirk, and his dark hair was done up in a mess of spikes that looked like he'd just gotten out of bed.

"Call me William," he said, his voice the same deep, rich tones as when he was an ominous spirit. "It was the name of a human I knew the last time I was in your world."

"Cool!" Jesse said. "Can all spirits do that?"

"William" shook his head. "Only a select few of us are able to assume human form. The others must do as your enemy did, and possess a human."

"So you're saying you're better than that thing," Axel interpreted.

William rolled his eyes. "Just in a different class than it. Now then, we were talking about how we're on the same side? Until your paranoia got in the way."

"It's not paranoia if they're really out to get you," Axel stated. "And even if you look like a human, it doesn't mean we can afford to trust you."

William sighed heavily, folding his arms over his chest. "I haven't attacked anyone, and I want the same thing you do. What more do you want?"

"He's got a point, mate," Jim agreed. "Even if he looked kinda scary, it don't mean he's a bad guy."

"Yeah, I seem to recall you were once on Viper's side, weren't you?" Adrian pointed out. "Yet now we're working together."

"That's 'cause Viper lied to me," Axel said testily. "I don't plan on making the same mistake twice."

"Then we'll stand here all day while you question me and doubt my answers. And in the meantime, your friend will suffer because you didn't go and get the medicine you were talking about."

Jaden walked forward, coming close to William. "Alright, let's make it easy then! We gotta go get the medicine, and Axel doesn't want you hanging around here when we can't defend the other students, right?"

Axel gave an affirmative grunt. William raised an eyebrow, seemingly interested in what Jaden was getting at.

"So come with us! You're a native, you know your way around here! And if we travel together a while, maybe it'll convince Axel you're on our side!"

"That's a great idea, Jay!" Jesse agreed. He turned to their dark-skinned friend. "Come on, Axel, it's perfect!"

"I don't know," Axel said, still scrutinizing William.

"Aw, c'mon, mate!" Jim said, clapping Axel on the shoulder. "Look, the way I see it, we're the best duelists in the Academy, right? So no matter what happens, if he ain't a good guy, we're the only chance a' stoppin' him! Makes perfect sense to stick with 'im!" he looked William up and down, still smiling. "An' besides, I got a good feelin' 'bout this guy! Right, Shirley?"

His pet crocodile growled, waving her legs a little in her satchel. Jim grinned. "See? She don' think he's so bad!"

"Right, let's trust the crocodile's judgment," Adrian said dryly. Then he looked more serious. "But Jim brings up a good point, Axel. If we can't stop him, who can? For better or worse, we should stay near him."

"Alright, fine," Axel relented. "The six of us will go to the sub and get the medicine Marcel needs."

"And someone needs to get this guy to the nurse," Jaden said, kneeling down to look at the person William had been holding earlier. "Where'd you find him anyway? He's not a student."

The young man raised his head at that last statement. "I beg to differ," he groaned in a British accent.

Jaden jumped, recognizing the voice at once. "Bastion? Why are you here? You haven't been at Duel Academy since last year!"

"Water," his friend groaned.

William chuckled. "He was wandering the desert not too far from here, dehydrated and exhausted. I figured he got displaced when you all arrived and couldn't find his way back."

Jaden looked over his shoulder at the students who'd been watching them. Seeing a few of his friends, he quickly called out to them. "Hey, Chazz, Hassleberry! Come get Bastion and take him to Miss Fontaine!"

"Why should I have to lug this clown halfway across the school?" Chazz complained as he approached.

"Suck it up!" Hassleberry told him. "We don't leave one of our own behind when he needs help, you got that?"

Chazz rolled his eyes as they each took one of Bastion's arms and slung it over their shoulders. "Yeah, yeah," he sneered.

"While you're at it, let Crowler know what we've decided," Axel said. "The spirit may be friendly, and is aiding us in retrieving the medicine."

"Ten-four," Hassleberry assured him. "We've got it covered."

The two of them headed into the school with Bastion, and the remaining six students turned to William. The spirit held his hand out towards the dark-furred wolf, the creature turning into a black mist and gathering in William's hand. Axel and Adrian tensed up, but all that happened was that the mist solidified into a Duel Monsters card, which William tucked away in a pocket. Axel nodded, satisfied.

"If we're going, let's go," Axel said. "The sub was spotted in this direction."

The group set out, Adrian and Jim walking in the back while Axel led the way. Jaden and Jesse fell into step with William, asking him some questions about Duel Spirits.

"Let's hope we're not making a big mistake," Adrian muttered.

"Too right, mate," Jim agreed.

#

The strange group made their way across the desert, Jim dropping some refitted PDAs from time to time so they could serve as homing beacons. Axel tracked the positions of the three suns to keep them moving in a fairly straight path. Meanwhile, Jaden and Jesse were talking with William.

"Yes, some spirits like being in your world," he said. "For example, those guardian spirits you're both carrying around."

"Huh?" Jaden was surprised. "Guardian spirits?"

"The little ones," he explained. "They might be too intimidated by me to show themselves."

"Oh, you mean Winged Kuriboh? He's a guardian?"

"Yes, an ancient one. You should be honored."

"What about the Crystal Beasts?" Jesse asked.

William looked taken aback, his blue eyes widening. "Is that what I'm smelling from you?"

"I smell?" Jesse asked, looking a little offended.

"The Crystal Beasts were ancient creatures from Rome, brought forth by the emperor's priests. For a brief time, they gained fame and renown across the dimensions. But then they vanished, and haven't been seen since. Every now and then we hear rumors of them, but I've never seen proof of it."

Jesse's grin stretched from ear to ear. He pulled out his Deck and searched through it quickly, holding out seven cards to show William. "Check it out!" he exclaimed, green eyes shining with pride.

The Duel Spirit carefully took the seven Crystal Beast cards and looked them over, an expression approaching awe on his face. "This is amazing," he said. "Who discovered them?"

"Pegasus! Found the jewels in the ocean and had 'em recovered, then he turned 'em into cards!"

William's blue eyes went dark, his expression flattening as he handed the cards back. "Ah, yes. I should have guessed the Illusionist was behind it."

They all looked at him curiously. "You don't like Pegasus?" Jaden asked.

"He drew the worlds back together. If not for him, all would still be at peace."

"Well, don't know about that so much," Jim said. "But I'm sure he wasn't trying to cause trouble."

"Aye, he played with forces he didn't comprehend," William said, his previously flat, vaguely American accent giving way to a strong British one, oddly old-sounding and touched with anger.

Everyone grew quiet again. Jesse awkwardly shuffled his cards and put his deck away. Jim was just getting ready to speak when the ground started shaking. The sand dune they were standing on trembled furiously and the six of them struggled to keep their balance. Jim and Axel hefted their Duel Disks, looking about for any enemies.

William turned ninety degrees and halted, staring straight ahead. Seconds later, the sand shifted and roiled in that direction, then exploded upward, great geysers of sand spraying up into the air. All six boys covered their heads with their arms, looking to see what had caused it. As the sand fell back to the desert floor, a giant scorpion creature emerged from beneath the sand. Standing atop its back was a man wearing strange armor and a Duel Disk.

#

Miles away, back in Duel Academy, a small figure sat with her eyes closed. Images came to her through her servant's eyes: six figures standing on the dunes, preparing for battle. Even after all these years, her heart still leapt to see her Jaden there, with his boundless energy and his fierce loyalty to his friends. Even like this, when he was young and undeveloped, those qualities drew her to him. She could never stop wanting him.

The movement of another one drew her attention, and she directed the **Rock Spirit** to turn its head. Looking through its eyes, she saw the black-clad human. His gleaming blue eyes gave him away, and her lips pulled back in a primal snarl. She had never got along with him, even when they had been forced to work together. Now, she would have no qualms about killing him once and for all.

But she couldn't act rashly. This wasn't a true attack, just a test. A way to see what they were capable of. And the **Rock Spirit** couldn't truly test _him_. So it would have to be one of Jaden's other friends.

#

"You dare trespass on my territory!" the armored figure bellowed from atop its mount.

"You should put up a sign, bloke!" Jim called back. "Your place looks just like everyone else's! Ain't exactly prime real estate."

A few of the others chuckled, but the Rock Spirit looked incensed. "If you can speak so boldly, try backing it up in a Duel, human!"

"Don't mind if I do," Jim replied as he readied his Duel Disk.

"Hang on, Jim," Jaden said. "Are you sure about this?"

William stepped forward. "Jaden has a point. We do have to go through this thing, but we should pick our champion wisely."

"What's it matter who duels?" Adrian asked.

"The longer the duel drags on, the more energy is expended," William explained. "So we want to end it quickly. But we also shouldn't have our best duelist tire himself out early. We don't know what else we might encounter." He cocked his head to the side curiously. "Which of you is the best duelist?"

"Jaden defeated me," Axel said.

"Same here," Jim said. "And he beat Jesse as well."

"Sure did!" the Southern kid said, chuckling at the memory of their duel.

"I've never dueled him," Adrian said. "But he and I both beat Chazz, and I don't mind admitting he was a tough opponent."

"So Jaden and I should be reserved for greater foes," William stated.

"What, you think you're better than us?" Adrian asked, giving a small, forced smile.

"Yes," the Duel Spirit said bluntly. He looked around the four of them, settling on green-haired Jesse. "You take his challenge. I expect the Crystal Beasts to have little difficulty against this foe."

"Well alright!" Jesse said, grinning and turning around, activating his Duel Disk as he approached the Rock Spirit's scorpion mount. "Hey buddy! My friend here's too good to waste his time on you, so how 'bout you take on me instead?"

William chuckled as the Rock Spirit gnashed its teeth at Jesse's challenge. The scorpion sank down into the sand and the other five boys backed away from Jesse, giving him space to duel.

#

Yubel glared at the obnoxious, green-haired boy through the **Rock Spirit's** eyes. Why was someone like him at Jaden's side? Her beloved had always taken in strays. While she admired his kindness and generosity, she hadn't always approved of those he accepted.

Well then. It would be most satisfying if this boy suffered in the Duel.

#

They all watched as the Rock Spirit made an unimpressive first turn, summoning a Giant Soldier of Stone in defense, with only one card face-down. As Jesse took his turn, William leaned forward, his eyes bright with interest and anticipation.

"My go!" Jesse declared, drawing his card. "I activate my Crystal Tree spell card! And then I summon Crystal Beast Sapphire Pegasus!"

#

Yubel gasped as the beautiful creature appeared in a flash of blue light. The Crystal Beasts? How had this boy gotten hold of them?

 _Shouldn't have underestimated my friends,_ an arrogant voice said in the back of her mind.

#

"With his ability, I put Crystal Beast Amethyst Cat in my Spell and Trap Card Zone! And when that happens, the Crystal Tree bears fruit!"

As a chunk of purple crystal appeared on the battlefield, the crystalline tree glowed and a perfectly round gemstone formed at the end of a branch.

"And I'll send my tree to the Graveyard to put another Crystal Beast in the Spell and Trap Zone!"

As the quartz tree dissolved in a shower of light, the round gemstone turned bright orange and grew into a roughly cube-shaped chunk of orange crystal.

"So I pick my Amber Mammoth! Next I play my Crystal Beacon! With two crystals in the Spell Zone, I get to summon another Crystal Beast from the deck! Now meet Ruby Carbuncle!"

With a flash of red light, a small catlike creature appeared on the field. The Rock Spirit laughed at the little monster.

"All that work for a pipsqueak? How sad!"

"Oh, you don't wanna underestimate my Ruby! Show 'im what you can do!"

The blue cat raised its tail, which had a spherical red gemstone at the end of it. Beams of red light shot out from the stone, striking the two chunks of crystal on the field. Both crystals shattered, releasing a larger, pale-furred cat with an amethyst necklace, and a huge mammoth with an amber gemstone in its head.

"And now, I give Amber Mammoth the equip spell Crystal Release!"

The mammoth glowed orange as its Atk increased to 2500.

"What?" the Rock Spirit gasped.

#

Yubel ground her teeth as she watched the impressive demonstration. The legendary Crystal Beasts lived up to their reputation, much to her own chagrin.

 _Told ya._

#

"Mammoth! Attack!"

The stone soldier stood no chance against the giant pachyderm, getting smashed to pieces in moments.

"Now, Pegasus, Amethyst, Ruby, take him down!"

The other three Crystal Beasts attacked, kicking, clawing, and blasting the Rock Spirit as it howled in pain and cowered from the monsters' attacks. His Life Points plummeted to less than 1000 in a single turn.

"I'll put a card face-down and call it a turn."

"Man, this stinks," Jaden said.

Everyone turned to him in confusion. "What are you talking about?" William asked. "This will be over on the next turn."

"Yeah, but Jesse hates this kind of duel. He plays the game to meet friends and have fun, not to destroy an opponent like this."

William arched an eyebrow. Adrian and Axel rolled their eyes, while Jim smiled kindly.

"S'true, mate," the tall Australian said, putting a hand on Jaden's shoulder. "But Jesse's putting aside his personal feelings to fight as best he can for all our sakes. Just remember to thank him when it's over."

"You'll pay for that, human!" the Rock Spirit yelled. "I remove the Giant Soldier of Stone in my Graveyard to Summon Gigantes! And then I sacrifice him to Summon Millennium Scorpion! Now, attack Ruby Carbuncle!"

"Too bad for you, but when my Crystal Beast is attacked, Amber Mammoth can take the attack for it!" Jesse announced.

"What? Wait!" the Rock Spirit yelled. But it was too late to prevent the scorpion from running headlong into the mammoth. With one stomp, the bug was flattened.

"That's that, pal," Jesse said sadly as the Rock Spirit's turn came to an end. "Wish we hadn't crossed paths. Ruby, finish him off."

A single beam of red light shot from the blue cat's mouth and pierced the Rock Spirit. The monster crumbled away as its life points dropped to 0.

#

Yubel grimaced as a sharp pain stung her in the chest. The **Rock Spirit's** card vanished from her Duel Disk.

"Next round will be different, boy," she hissed.

 _You sure about that?_

"Oh, be quiet," she snapped.

#

"Enlightening," was William's only comment as they approached Jesse. The green-haired Southerner scowled a little.

"What's that mean?" he asked. The other Academy students blinked, taken aback by the snappish tone.

William didn't show offense. "I hadn't expected the Crystal Beast deck to use such tactics. From the stories, I'd always imagined it to be a simple powerhouse. Every duel mentioned in legend spoke of the Rainbow Dragon, treating all the others as mere subordinates or support. I never would have imagined they could be so fierce on their own."

Jesse was still frowning, but it lessened as he heard William's explanation. At the end, he just shrugged. "Shouldn't underestimate 'em," he said simply.

"I certainly won't now."

Axel eyed him suspiciously. Seeing him about to open his mouth, Jim put a hand on his friend's shoulder. He gave Axel a warning look. Grudgingly, Axel nodded. Now wasn't the time to start a confrontation with William, not when it was clear that enemies could be anywhere. They had to keep a united front in case another threat showed itself.

"Let's keep moving," he suggested. "No reason to stand around waiting for something to find us."

"Good point," Adrian agreed.

The six of them headed off again, Axel checking the positions of the suns again.

#

"This won't do," she snarled. "The Crystal Beasts? Why? How?"

She hadn't seen Jesse duel personally before now, and as she'd never encountered the Crystal Beasts in the past, she hadn't recognized their energy signatures back on Earth. It was an unpleasant reminder that Jaden, even in his current state, was a charismatic leader. Even the master of such powerful creatures allied with him. There was no telling what else was among the group.

Another Duel would be ill-advised. She hadn't been certain of their power, but now she knew that, between the six of them, they would be well capable of defeating any mere flunky she sent their way. She would have to settle for delaying them.

"Do not disappoint again, **Rock Spirit** ," she hissed as she Summoned the monster a second time.

#

The six of them peered around the interior of the sub, Axel coming to a quick decision. "Split up into pairs," he ordered. "We need to cover as much ground as possible. Search for medical supplies and anything else that seems useful."

"And see if you can find out where this sub came from," Jim suggested. "Doesn't make sense for a military vehicle to be off the coast of Academy Island."

They all voiced their understanding before heading off. Adrian and Jesse went one way, while Jim and Jaden went the other, leaving Axel and William alone, still observing the narrow hallway.

"Any suggestions?" Axel asked.

"None that haven't been made already," the duel spirit answered. "Shall we explore?"

Without waiting for an answer, the pale-skinned being headed down the hall in the same direction as Jaden and Jim, forcing Axel to keep up.

#

Above them, a burst of light heralded the appearance of another Rock Spirit. Looking down at the sub laying half-buried in the sand, a wicked grin stole across his stony face.

"All too easy," he chortled as he drew a card. " **Bottomless Shifting Sand!** "

#

"Found anything yet?" Axel asked as they all regrouped near the entrance.

"Yeah, Jim and I found the med bay!" Jaden exclaimed, holding up a box of medical supplies. "We've got everything Marcel needs!"

"Good," Axel said approvingly. "We got some extra food supplies. Not sure how long we'll be stuck in this world, and the more food the better."

"Sorry," Jesse looked apologetic. "We found a bunch of equipment, but everything was dead. Adrian tried booting up a computer to see if he could get anything off it, but it died in no time."

"That's fine," Axel said. "We already got what we came looking for, and more."

"In that case, we should return to your school. The sooner you go back to your world, the happier everyone will be."

The minute Axel turned to lead the way back to the entrance, the sub began to shake. The students all stumbled, grabbing the wall to hold themselves up.

"What's goin' on?" Jesse demanded.

"Just hold on tight!" Axel ordered. He made to stumble towards the exit, only for William to surge past, his black-clad human body abruptly turning smoky and less solid. He flowed down the corridor, through the door, then shot up the exit. Seconds later, the shaft of light coming in from above went dark as sand started gushing in.

"He abandoned us!" Jaden yelled.

"Dammit!" Axel snapped. "Shouldn't have trusted that thing! For all we know, he led them right to us!"

"We gotta find a way to escape!" Jaden said. "Where's another exit?"

"There is none!" Axel yelled, finally making it to the door. He slammed it shut, locking it to keep the still-coming tides of sand away from them.

"Maybe one of our monsters can tear a hole in the sub?" Adrian suggested.

"Looks to me like we're sinkin' into the sand, fellas," Jim pointed out. "Opening more holes now will just bury us all faster."

"There's gotta be a way out!" Jesse exclaimed.

The shaking came to a halt. Axel got shakily to his feet and peered through the window in the door. The hallway was completely full of sand. They were trapped.

Jaden was just opening his mouth to ask a question when the sub shook more violently than before, throwing all five of them off their feet. A huge tremor went through it, the metal creaking and groaning for a few seconds before going silent.

Then a giant claw pierced the wall, slicing through the steel hull with ease. Sunlight came pouring in through the gap, blinding the five of them.

"What jus' happened?" Jesse asked, blinking the spots out of his vision.

"You're welcome," a calm, mildly amused voice said.

As their eyes adjusted, they saw William standing next to the huge gouge in the sub's hull, smirking slightly as he looked down. There was no sign of whatever monster had pulled the sub out of the sand. The human-looking spirit knelt down, reaching out his hand to the Academy students.

Grinning delightedly, Jaden reached up and took it.

#

Yubel gasped as her body was wracked with fiercer pain than before. The **Rock Spirit** card vanished, and the little wisp of shadow power that curled up from where it had lain told her she wouldn't be seeing that particular servant anytime soon.

 _So, is that all you got?_ The cocky voice in her mind challenged. _If so, you might as well just give up now._

That did it. The rest of them could wait, but she wouldn't be satisfied with this little girl badgering her day in and day out. Settling herself on the chair, she closed her eyes and descended into a dark space. She and one other person were the only things to exist in this world.

And that was bad news for the other person.

#

The walk back to the Academy would take too long, so they decided to set up camp in the sub. Axel set up a rotation for keeping watch in the night, even though William offered to watch straight through the night, not needing to sleep.

The dark-skinned boy turned to the spirit while everyone else was asleep.

"I believe that you aren't out to kill us," he began.

"Touching," William replied dryly.

"But the other spirit at the Academy just might. Except that if it wants to kill us, why did it send us here first?"

"Don't mistake its power for the ability to kill you," William cautioned. "Spirits tend to have some limits on what we can do with Duel Energy. Your enemy, especially in an incomplete form, simply didn't have powers that would let it kill you all. Or at least, if it did, it would have used up all that power and been helpless again. Bringing all of you here allowed it to gain an advantage and keep some of its power. It's not just dragging things out to be sadistic. It's trying to revitalize itself while carrying out some other goal."

"But what does it want with us?" Axel demanded. "What use could it have for several hundred students?"

William raised an eyebrow at that. "You're serious?" he asked after a few seconds.

"Yes!" Axel snapped, looking offended.

"Any duelist is a source of duel energy. Your enemy wants to feed on all of you to grow stronger."

Axel jumped to his feet. "Why didn't you say this sooner? We can't just sit out here in the desert while everyone else is getting attacked by that thing!"

"It won't happen that quickly," William said, still calm and unruffled, in spite of Axel's suddenly raised voice. "It may have taken the one girl you mentioned, but that is direct possession. It can only do that to one person at a time. Taking energy from anyone else is going to be slow and difficult. It's a time-consuming process, which is why so few spirits ever bother trying to feed off humans."

"You're sure?" Axel demanded.

William smirked. "I'm several thousand years old. I've seen this tactic many times in the past. Granted," he added thoughtfully. "There are some spirits that are naturally talented at absorbing energy from others, such as the Planet Series, the Sacred Beasts, or the Orichalcos. But I would have sensed your foe immediately if it were any of those." He shook his head firmly. "No, it will be days before any of the other students are truly in danger. A little bit of feeding here or there may occur, but once we return, I can sense the other spirit the moment it feeds on someone. It will be easy to track down and corner it then."

Axel relaxed as he heard William's explanation and strategy. Sitting back down, he nodded slowly. "Alright," he said. "That sounds like a good plan. But if anyone gets seriously hurt because you made us wait around, I don't care how strong you think you are. I will make you pay for it."

William smirked. "That sounds fair."

#

Yubel opened her eyes, letting out a satisfied sigh. The voice in her head was quiet now.

"That was fun," she announced to the empty library. "But I can't make just one of Jaden's friends suffer. That wouldn't be fair to him."

Getting to her feet, she adjusted the purple cape to conceal her scaly left arm before heading out of the room. She had work to do before they returned.

#

The sun rose with the six duelists already on the move. Jim had woken them up once he saw the sky start to lighten, and they were glad he did. It was barely ten o' clock according to Axel's watch, and the desert was already scorching hot.

"Got a problem, mates," Jim announced as he and Axel came to a halt. The other four gathered around, looking concerned. "The trackers we left behind yesterday have stopped working. We can't detect their signals."

Adrian frowned. "So we don't know which way to go?" he asked.

"I can try to figure it out based on the positions of the suns," Axel said. "I was watching their movement yesterday, so it's not impossible."

William chuckled. "In case the lot of you forgot, I found your school from outside of the desert. I'll lead the way back there."

"You can do that?" Jim asked, looking astounded.

"I can sense Duel Energy from great distances," he explained. "This'll be easy."

Everyone paused, looking to Axel for his opinion. After thinking for a moment, the dark-skinned boy nodded. "Lead the way," he said, gesturing for William to move to the front. "Just don't make any mistakes."

William chuckled. "There is such a thing as too much paranoia," he said.

"Sure there is," Axel said. "Let's get moving already."

Chuckling again, William set off, the five humans trailing behind him.

#

Hassleberry strolled down the hallway, grumbling to himself. The other students had already been panicked and tense since they arrived in this world, but it had reached a boiling point in the cafeteria this afternoon. Two of the pampered Obelisk Blue students got into a fight over how much food was given out, and it nearly turned into a Duel before Bastion intervened. But Hassleberry suspected it was only going to get worse.

The Academy was typically stocked for one month at a time, getting shipments at the start of the new month. But they were already halfway through the month when they were sent to this world, so even stretching the rations out as much as possible meant they would only have supplies for a few months. And while it sounded like plenty of time, no one, not even Bastion had any clue how long it would take them to get home. Just to be safe, he'd told Chazz to guard the food storage facility. The Princeton heir had complained about it, but Hassleberry knew that he'd stick to his duty no matter what, out of sheer pride and stubbornness.

"I promise, I'm only here to help."

The young, female voice took him by surprise. Looking around, he saw a slightly ajar door not far from him. Sneaking closer, he listened to what was happening inside.

"I thought I could do it on my own, but I was wrong. I need allies."

"Why should we believe you?"

Hassleberry recognized the voice as belonging to one of his fellow Ra Yellows. An untalented student, one who hated being reminded that he was demoted from Obelisk Blue.

"I only came here to get rid of the other spirit! I've been at this duty for a thousand years!" the female voice pleaded. Hassleberry's eyes widened as he recognized Blair's voice. What was that girl talking about? "Please, I just need a favor or two. You won't even hurt anyone, you've all seen by now that the Bio-Bands are harmless. And you won't be affected by them at all. Just a few little duels, that's all I ask."

"Look, I'd like to help," another boy's voice said. Hassleberry recognized an Obelisk Blue this time. "But those guys are too strong."

"Oh, don't worry about that. With my power backing you up, and some new cards in your decks, you'll be unstoppable."

"I'm not sure," a third voice said cautiously, this one female.

"You can even test it out if you like," Blair suggested. "Just duel someone, you'll see how much difference my help makes. And you can even keep the cards I give you when you've finished helping me out."

There was a long silence, at least several minutes. Hassleberry leaned closer, straining to hear them. He thought he heard a few whispers and someone scuffing their feet on the ground. Then the Ra Yellow boy spoke.

"We'll do it."

"Great!" Blair's voice was ecstatic. "Here, everyone hold out a hand."

A brief pause, then orange light spilled out of the gap in the doorway for a few seconds. When it faded, Hassleberry heard three gasps of shock.

"Wicked," one of the boys murmured.

"And here's the cards I was talking about. Go try them out, have fun."

Hassleberry quickly darted away, ducking around a corner just as the door opened. The three of them went the other way, and Hassleberry heard them laughing and comparing their new cards. For a moment, it sounded so ordinary that he wondered if there was really something wrong. Then he remembered the orange light, and Blair's odd statements. Something didn't add up, and while he had a hunch, he didn't know enough to go charging in right now. He would have to speak with someone about it.

Bastion had been studying other dimensions and monster spirits with Professor Eisenstein for the last year. He'd be a good place to start.

#

Yubel smiled as she heard the boy's heartbeat fade. He may have overheard her little recruitment session, but he didn't have the guts to confront her. Until Jaden's group returned, she was confident she'd have free reign of the school. Oh, the fun she would have with them. Just thinking about it had her shivering in delight.

#

"We've gotta take a break," Axel announced, coming to a halt.

Frowning, Jaden turned to his friend, giving him a puzzled look. "We can see the Academy from here," he said. "Why not just finish?"

"Jay, it's still miles away," Axel pointed out.

"Approximately thirteen miles, and slightly less than a half," William stated.

Throwing him a look, Axel turned back to Jaden. "It sounds like we've got work to do once we get back, so we shouldn't be exhausted when we arrive. We'll take a couple hours to relax and drink some water."

"Don't worry, mate," Jim said, clapping a hand on Jaden's shoulder. "Everything'll be just fine, you'll see. What can happen in just a few hours?"

#

Bastion rubbed his chin as he mulled over Hassleberry's tale. The other boy was waiting impatiently, watching as the young scientist tapped a piece of chalk against the blackboard over and over again. At last, Bastion looked up at him. "You have a theory?" he asked.

"Yeah, Jaden was saying before that that danged spirit who sent us here might have grabbed Blair after attacking Marcel!" Hassleberry reminded him. "I think he was right, it's using Blair!"

"Doctor Eisenstein and I were never able to prove that possession of that nature was possible. Though on the other hand, we were never able to _disprove_ the idea either." Bastion looked troubled. "So if this enemy spirit is possessing Blair, then what is its goal in recruiting other students?"

"Well I dunno about that, but I do know tactics. Battle strategy." Seeing that he'd grabbed the scientist's attention, he couldn't help grinning. It wasn't often that someone knew more than Bastion did about a subject, any subject. "It's in enemy territory. It can't just sit around, it has to be aggressive. It has to get itself some soldiers and start attacking us. And it won't just be by encouraging its people to Duel us. It'll -"

He stopped talking as a horrible thought crossed his mind.

"Hassleberry?" Bastion asked. "It'll what? What were you going to say?"

"The food storage facility!" Hassleberry yelled. "Chazz has to be warned!"

Without waiting for a response, he wheeled around and bolted out of the stadium where they'd been talking. Bastion's eyes had gone wide as he realized what Hassleberry was talking about. He also ran out of the room. With five of the top duelists out of the building, there were only so many people who could be counted on to fight the spirit's subordinates in a Duel.

#

Watching his opponent drop, Touma couldn't stop grinning. He'd been looked down on for so long, but now he'd just won two Duels in a row with ease. The Bio-Band on his wrist shone for a moment, but then the purple scales growing on the same arm oozed a violet light and the Bio-Band went dark. Unlike before he'd made his deal with the spirit, he didn't feel exhausted after Dueling. He still couldn't believe that Professor Viper had locked some sort of weapon on all of them.

This wasn't the goal, though. The spirit had only given them help because they'd agreed to take on some of the students. Who knew the infamous Jaden Yuki was carrying around an evil spirit? One loss here in this world would destroy it for good, and then the spirit that Blair was sheltering would send them back home.

But since Jaden wasn't back yet, Touma figured he might as well have some more fun.

#

"How long do you think it'll be until Jaden's back?" Alexis asked.

"I don't know. I hope they'll return today, but it could take them until tomorrow," Bastion said.

"It don't matter," Hassleberry insisted. "We'll hold out as long as we need to."

Chazz rolled his eyes. "Aren't you overreacting, Dingleberry? We don't even know that there are Duelists in league with this spirit. You heard part of one conversation!"

"I know what I heard! I know what's coming, Princeton, and you better be grateful that I thought to warn you!"

"Take it easy," Alexis said, stepping between the two of them. "It doesn't help any of us to start fighting each other."

"Alexis is right," Syrus said, taking everyone by surprise as he spoke up firmly. "We need to work together, that's what Jaden would want us to do."

"What makes you think I care what Jaden would want?" Chazz sneered.

"Shut yer mouth, Princeton!" Hassleberry said.

"All of you be quiet!" Bastion yelled before Hassleberry could keep shouting. "Need I remind you that I still have to solve the problem of getting us back to our world? Even if we do have enemies among us, it doesn't change the fact that we're stuck in another dimension. Figuring out a way to return has to be our top priority, but if this spirit is turning students against us, I must rely on all of you to keep them busy while I work. So if you want to be stranded in an inhospitable desert, by all means, keep fighting!"

An uncomfortable silence followed. At last, Chazz shrugged. "I'll keep watching the food storage. But one of you slackers should trade off so we can get some sleep."

"I'll do that," Hassleberry volunteered. "Between the two of us, there ain't no way anyone's gettin' to that food storage facility."

"Great!" Alexis said. "Syrus and I will organize some of the other students to patrol the halls. We'll keep everyone in the cafeteria for now and just make sure nobody goes off on their own."

"Make sure the Chancellor knows what's happening, Sergeant Lexi," Hassleberry said. "He oughta stay informed."

"Not like he'll contribute much," Alexis grumbled. "But I'll do it."

#

Yubel wandered down the hall, looking for the aftermath. Her small mouth curved into a smile as her brown eyes landed on a crumpled boy in a yellow jacket. She knelt down, picking his head up by the hair. He wasn't dead, not yet. But there was very little Duel Energy left in him. He must have Dueled at least twice in a row for the Bio-Band to take so much. Her soldiers must be getting addicted to the power already. Her mouth split into a wicked grin. This was going better than she'd expected. With the amount of energy now coursing through her, she could afford to move the timetable up.

Humming a cheery tune, she dropped the boy's head, letting it fall on the hard floor with a solid thud. Soon enough, nothing would be able to stop her.

#

"I think you are blowing this seriously out of proportion!" Crowler exclaimed. "Running around making wild accusations based on a few minutes of eavesdropping. Really! What are you thinking?"

"We just want to make sure everyone's safe, Chancellor," Alexis said. "Hassleberry heard some strange things, and it's true that the three students he overheard haven't been seen all day."

"It's not as if we're tracking every individual student, now! So they wandered off and he heard them talking to young Blair, so what? Do you have any proof that she's possessed, as if such a thing is even possible?"

"With all due respect, Chancellor, we're in another dimension where a card game has come to life," Alexis said. "I don't think possessing people is too crazy after that."

"Well it is!" Crowler snapped. "And the last thing we need to do is start causing a panic by saying that students are being brainwashed by an evil spirit! The situation is quite bad enough already!"

"We don't have to tell everyone that there's a spirit going around," Alexis said. "But we should tell them to stay in one area. The cafeteria and the arena are close to each other and to the food storage facility, it wouldn't be hard for everyone to stay in those rooms. And since this is a different dimension with real-life monsters, some patrols would make sense."

She waited while Crowler paced back and forth behind his desk, muttering to himself as he thought. At last, he came to a halt. "Alright, pick a few students from Obelisk Blue to form your patrols. But that's all! I know how you kids think, and I don't want you doing anything risky like going after this spirit on your own! Just make sure it can't get to us!"

"You got it."

#

Sometimes Axel hated the fact that his upbringing had left him with a strong soldier's sense of danger. Even though they were less than a mile from the school, so close they could start making out the distinct carvings out front, but the back of his neck was itching something fierce. That always happened when something bad was about to go down, ever since he was five. Glancing back, he saw that Jim had noticed his tension and was looking much more carefully at their surroundings. Adrian was doing the same. Even Jaden and Jesse seemed subdued, although that might have been due to lack of food.

"Everyone holding up?" he asked.

They all replied in the positive, including William. The human-looking spirit didn't seem particularly nervous or apprehensive, but he wasn't as relaxed as when he was talking with Jaden and Jesse.

"We're practically there already!" Jaden said cheerfully. "See, I told you everything would work out!"

Axel groaned out loud, and even Jim grimaced. As if proving that the universe had a sense of humor, no one even had the opportunity to rebuke Jaden before the sand in front of them exploded.

Thankfully, his military sense of danger was accompanied by military reflexes, and Axel had tucked and rolled as the explosion blew him off his feet, and was crouched in a ready position with one hand on his Duel Disk before his mind had fully registered what was happening.

Again, Adrian and Jim had proved themselves capable, both slipping smoothly into combat-ready stances. Jaden was getting to his feet, but was preoccupied with checking on Jesse, who was on his back, groaning and staring up at the sky with a dazed look. William looked as if he'd hardly been ruffled by the blast, but was now holding a Duel Monsters card in each hand, his blue eyes fixed on the place the blast had come from.

Axel followed his gaze and sucked in a breath at the sight.

A huge creature was hovering over the sand, a monstrous fiend with a reptilian appearance. Most of its body was covered in black and red scales, save for the tan scales on its chest and throat, extending to the inside of a hood which flared out behind its head. The black-scaled head looked like a skull with horns, a long tongue slithering out from between fangs to lash through the air like a whip, as though seeking out prey. The lower half of its body was concealed by - or possibly replaced by - a cyclone of tightly spinning sand and wind.

"Kill it, now!" William barked. His congenial, unruffled tones were gone, replaced by the unrelenting demands of a drill sergeant. Axel's years of training with his father kicked in, and he sprang into action without pausing to consider otherwise. His Duel Disk came out of its holster and he fired a pair of cards from it, two **Volcanic Shell** monsters manifesting as they flew at the fiend's head and torso.

The fiend moved almost lazily out of the way of the first shot, his cyclone tilting so that the fiery creature flew past its head. At the same time, it swatted the second shot out of the air, the **Volcanic Shell** crashing into the sand and exploding into a burst of fire.

"That's a tough one!" Jim stated as he secured his own Disk to his arm. Adrian copied him, both whipping out cards.

"Duck!" William ordered.

Axel dropped to his belly on the sands at once, as did William, and Jaden dropped down so he was half covering Jesse, who still hadn't recovered from the initial explosion of the fiend's arrival. But Jim and Adrian were focused on Summoning monsters, and couldn't react quickly enough.

The fiend let out a piercing shriek, its cyclone expanding rapidly. The powerful gale slammed into them all like hammers, pushing most of them deeper into the sand, so that they were half buried. Jim and Adrian fared worse, getting picked up off the ground and thrown mightily into the air. Axel tracked their flight, his gut lurching as they started to fall from over thirty feet above solid ground. They plummeted behind a large dune, and he lost sight of them.

Three down within fifteen seconds of combat. This was far worse than the last monster spirit that had come after them.

#

Yubel laughed. Her **Desert Twister** was faring so much better than that pathetic **Rock Spirit** had! She could witness the fight through its eyes, but they were close enough to the Academy that was hardly necessary. She was sitting on the roof, enjoying a grilled steak. She'd discovered a teacher's secret stash of food in his office and was helping herself to it. It wasn't like the teacher would need it soon. From up here, she could see her eight-foot-tall monster throwing Jaden's friends around like rag dolls. A giggle burst from her lips as two of them fell from the sky.

"Not so cocky now, are you?"

Her grin widened as the voice in her head didn't respond.

#

Axel fired a half dozen FIRE monsters in a spread before diving for cover behind a dune. He didn't see what happened, but there was a quick string of explosions, and when he looked over the dune, there was smoke trailing off of the fiend's scales on its hands and arms.

William had taken advantage of the distraction Axel provided to place himself between Jaden and the fiend. Jesse was only just sitting up, sand spilling off of him as he looked around. The spirit threw the two cards he was holding at the fiend, and both turned black before expanding and taking on solid form. The first was the black-furred wolf they'd seen before, lunging with its maw open to snap at the fiend. The second card came to a halt as it manifested, turning into a wall composed of dozens of human skulls, stacked together to form a grisly barricade.

Axel felt his respect for William jump a few notches as he witnessed the exchange. The wolf chomped down on the fiend's arm, cracking some of the armored scales and eliciting an enraged shriek. The fiend reflexively spun about like a top, sending out another blast of wind as it tried to shake off the wolf. Already shielded by the wall, William, Jaden, and Jesse were untouched by the assault. Axel ducked behind his dune again as the wind blew past.

Sensing that William's tactic was also meant as a distraction, Axel decided to go for the big guns. Instead of shooting more little monsters from his gun/Duel Disk, he placed it on his arm and activated it, rapidly flipping through cards in his deck to find something powerful enough to turn the tide of battle.

He heard a crunching, shattering noise, and looked around the dune to see that the fiend had just blown William's wall of skulls to pieces. The fragments of bone were dissolving into black smoke even as the fiend advanced, its cyclone small and contained for now. William had backed up a little, and Jesse was finally on his feet, being supported by Jaden as they all moved away from the fiend.

William glanced in Axel's direction, catching his eye. Axel held up the card he'd picked out, hoping the spirit understood. William moved his hand, revealing a new card in it, one that had wisps of darkness encircling it. He had his own ace card at the ready. It was now or never.

"Hey, ugly!" Axel cried as he jumped up onto the dune.

The fiend turned halfway around, which was just what Axel wanted. He was already slamming his card into place on the Duel Disk, bright light emanating from it as the monster was Summoned.

"Chew on this!" he yelled, hoping to fully draw its attention. " **Volcanic Doomfire!** "

The huge lava monster formed out of light, matching the fiend in both size and ferocity. An intense heat wave spilled outward as it roared a challenge, making Axel break out in a sweat. The fiend shrieked back, its hood flaring out impressively. The two monsters charged, slamming into one another and kicking up a minor sandstorm as they tussled, trading blows.

"Get back, Axel!" William ordered as he held up his own card. " **Nightmare Dragon!** "

A great black dragon erupted from his hand, slamming into the fiend from behind and pinning it to the ground. Axel took cover behind a dune again, listening to his **Doomfire** join the dragon in attacking the fiend. A surge of vindictiveness overtook him, and moments later a blistering wave of heat swept by as he heard Volcanic Doomfire spit magma at the fiend.

A bloodcurdling shriek of agony rose from the serpentine fiend, and Axel looked over the dune to see it thrashing about, covered in flames. Both **Doomfire** and the black dragon were still looming over it, waiting for it to die. A quick glance at William's relaxed posture confirmed that the fight was over.

Then the fiend lit up, red light pouring from within it. Axel had only a moment to realize that wasn't normal before it detonated.

 **Doomfire** and the dragon were blown apart from the force of the explosion, but they absorbed some of the force before it reached Jaden, Jesse, and William. The three of them were knocked off their feet and into the air, coming down hard on the sand and tumbling across it. Axel barely had time to see any of it before the sand dune he'd used for cover was blown over on top of him, burying him alive.

#

Yubel cackled gleefully, clapping her hands together as she watched the fireworks. Oh, how she loved the **Hate Buster** trap. Those fools had fallen for it perfectly. Now for the finishing touch.

#

Axel had never been afraid of the dark, or of confined spaces. He had a feeling that after today, he would be terrified of both. He'd managed to suck in a breath before the sand engulfed him, but now he was afraid that just meant he'd take longer to suffocate. The rough grains of sand were pressing down on every inch of his body, leaving no room for escape. His ears and nose were already clogged. If he opened his eyes, the sand would scratch them until he was blind. If he opened his mouth to scream, the sand would rush in and fill his throat and lungs. He pushed against the sand, trying to claw his way to the surface. He wiggled and strained, desperately trying to get out from under the deadly sand. His lungs were beginning to burn as they sought fresh air, but he couldn't open his mouth. Heart hammering a tattoo against his ribcage, adrenaline coursing through every vein, Axel could feel a deep, primal terror closing in on him as he realized he wasn't going to make it out. He was about to die, in another dimension, a million miles from home, at the hands of a dumb monster.

Something cold slid against the bare skin of his arm, and he reflexively jerked away. The cold object coiled around the limb, and a moment later he nearly yelled out as it heaved mightily, almost ripping his arm off as it dragged him through the sand.

The harsh sunlight stabbed into his eyes with a beautiful, intoxicating pain as he burst out of the dune. The freshest air he'd ever tasted filled his lungs, then he had to cough it out as sand made its way into his throat as well. Axel collapsed on all fours, struggling to breathe properly. A hand pounded him on the back a few times, helping him clear his lungs. He looked up to see Jaden, brown eyes full of concern.

"You okay, Axel?" the Slifer Red asked.

"I'll be fine, Jay," Axel wheezed. "Thanks for saving me."

"Actually, that was him," Jaden admitted, nodding at William.

Axel looked up to see the human-looking spirit watching them, chains still being absorbed into a card in his hand. He shrugged indifferently. "I was the only one who could sense where you were buried," he said. "It was no big deal."

"You saved my life," Axel said. "I owe you."

Again, William shrugged, and Axel got the sense he'd rather just let it drop. Whatever the spirit said about not wanting them in his world, it was clear he didn't dislike humans. "We should get the other two and return to your home quickly," he stated. "I doubt this was a coincidence."

"You think someone sent that thing after us?" Jaden asked.

Axe wasn't surprised. He and William met each other's eye. "Whatever sent us here, it doesn't like us."

"Agreed," William said. "I suspect that all our threats so far have been from it. But I'm surprised that it's acquired so much strength in only a day. That was not a low-level monster by any stretch of the imagination."

"Well let's go get Jim and Adrian and hightail it back to the Academy!" Jaden announced.

"Yeah, Jay's right!" Jesse agreed. "If this thing is so intent on keeping us away, we better aim to disappoint it!"

"Jim and Adrian are already making their way back to us," William reported. "We'll wait for them and rest another minute. Axel did almost die, after all."

"I'll be fine," Axel said. "You head back with Jaden and Jesse, the rest of us will catch up."

William considered this, then nodded. "Sounds good. Don't take too long."

He'd hardly closed his mouth when the sand began shaking. The three humans looked around nervously, hands straying to their Decks. William silently drew a pair of cards, brow furrowed in concentration.

None of them reacted in time as the ground disappeared under Axel, several tons of sand getting sucked into the wide open maw of a creature. The dark-skinned boy only had time to cry out in shock before he was swallowed whole.

There was a frozen moment as the two boys and the spirit could only stare at the giant worm that had just eaten their friend. The massive beast was a long, brown tube, the mouth ringed with sharp teeth and a circle of red eyes. It crawled rapidly across the sands, body lashing back and forth as it went, scattering sand dunes and kicking up a cloud of dust in its wake.

"After it!" William announced, throwing both cards as he did so. They both expanded and turned into monsters: the black-furred wolf from earlier, and a trio of black-scaled snakes that slithered across the sand like tiny versions of the huge worm.

The sound of disturbed sand drew their attention again and they looked to see a second monster rising up over the dunes, clutching Jim and Adrian in its claws. It turned and ran away, fleeing from the Academy with their friends struggling desperately.

"Jim! Adrian!" Jaden cried out.

"I'm on it!" Jesse declared. " **Crystal Beast Sapphire Pegasus**!"

With a flash of blue light, the winged horse appeared, Jesse springing expertly onto his back.

"Wait!" William said. "We can't afford to split up!"

"We can't let them take our friends away!" Jaden retorted, already drawing cards. " **Elemental Hero Air Neos**!"

His own winged ally appeared, easily taking the teenager into his arms before taking flight.

"Help Jesse!" William ordered, jabbing a finger at the monster taking Jim and Adrian away. "I'll get Axel back!"

The two teens flew after their friends as William chased after the worm alongside his own monsters.

#

Yubel put her head back and cackled wildly. All it took was a simple **Dungeon Worm** and **Sand Beast** at the right time, and the champions of the Academy were scattered and frantic. And with the number of monsters they were summoning, they'd wear themselves out in no time.

"Bo-ring," she sang. "I think I'll go recruit some more friends to help play with Jaden when he gets back."

 _Stay away from them!_

The voice was thin and tired, a result of their playtime earlier. But apparently, Yubel's plans for the rest of the student body had roused her to action.

"Haven't you figured it out by now? You don't tell me what to do," Yubel snarled. A slight shift in her mindscape pulled her prisoner's makeshift chains taught, eliciting a gasp of pain, then silence. "Good girl," Yubel crooned. "Now if you stay quiet, I'll let you watch some of the fun."

As the silence in her mind continued, she strode down the stairs into the Academy.

#

William scowled as he chased after the worm, shifting his body to its liquid state for faster travel. The **Nightmare Wolf** and **Nightmare Serpent** were keeping pace with him, but their quarry was keeping its lead despite their best efforts.

He couldn't let it escape. Axel had been swallowed whole, he might still be alive in there. And William had a few tricks up his sleeve, even if some of them were treading on dangerous ground. The Egyptian kid was a good, stalwart ally, and William had the sense they'd need him to fight off this enemy. Whoever it was, they were cunning and quick-witted, a deadly combination. It almost reminded him of his old, well, he wouldn't call her a _friend_ , but his old ally. Pity he hadn't found her since waking up, she'd be the perfect help right now.

He realized his thoughts were wandering, and they weren't getting any closer to the worm. He recalled his monsters; it gave him back a little strength, and he needed that right now. Even with that little boost, he only had enough power for one more trick.

He came to a complete stop. The worm quickly pulled further away. Closing his eyes, William called on the essence of one of his monsters, assuming its form and adding his own strength to the body.

Black scales covered his growing body and a pair of wings spread out to either side. Grinning with a mouthful of fangs, he took to the skies, quickly gaining ground on the worm.

#

Jesse circled endlessly atop Sapphire Pegasus. Cobalt Eagle was also flying around, keeping an eye out. He and Jaden had followed the lizardlike beast carrying Jim and Adrian for a few miles, but then it dove underground, disappearing in the sand. Jaden hadn't even hesitated before de-fusing Air Neos and, while falling, fusing Neos with Grand Mole. His new monster had caught him with one hand and used the giant drill on its other hand to follow the monster underground. Jesse didn't have any monsters that lived in the earth, so he was forced to wait for his friend's reappearance.

"If only we had Rainbow Dragon," he said.

"What's that, Jesse?" Pegasus asked.

"I'm just thinkin' that if we had the Dragon, he'd a' taken that thing out in no time!"

"We've looked everywhere, Jesse! The Dragon hid himself well," Pegasus said sagely.

"Wish he hadn't," Jesse grumbled.

"What, we're not good enough?"

The green-haired teen winced, feeling like a jerk. "No, I didn't mean it like that!" he said. "I'm sorry, Pegasus. You too, Cobalt, and all the rest of you," he added to his deck. "You're the best pals I coulda asked for, and I'll never replace you! I just want to save my friends."

"We know, Jesse," Topaz Tiger rumbled from inside the deck. Ruby appeared on Jesse's shoulder, rubbing her small head against his cheek.

"Thanks, guys."

#

Entering the room, Yubel saw a dozen students in yellow and blue jackets, along with the three who'd already joined her. This was a good start. With fifteen servants, she'd soon be gorging herself on the excess Duel Energy. By the time Jaden and his friends made it back, she'd be running this place with ease. Let him try to send her away _then_.

#

William the **Nightmare Dragon** swooped down, getting closer and closer to the worm. It kept going like before, so he figured it hadn't sensed him. Dropping another twenty feet, he opened his mouth, gathering energy for an attack.

Out of nowhere, a chain burst into existence with a flash of light, coiled around the worm. A sharp boomerang flew at him, the chain trailing behind it as it spun around and around, snaring his dragon form before he could escape.

Roaring with fury, he could only thrash helplessly as the worm turned around in a giant curve, rearing up with his mouth full of fangs wide open. William braced himself. This was about to get ugly. He hated being eaten.

The worm was closing in on him when it abruptly stopped. Just as William wondered what was happening, the giant beast began to smoke.

It had just begun writhing in agony when the middle third of its body exploded violently, raining down gore on the surroundings. The chain weapon fell to the ground, shattering into motes of light as the two sections of the worm flopped weakly.

Axel stood in the middle of the starburst of charred blood and worm flesh. Beside him was a large creature made of metal and magma, giving off considerable heat even from a distance.

" **Volcanic Hammerer** did good," Axel said calmly as he recalled the monster.

"That would be an understatement," William said, shifting back to his human form. Axel raised an eyebrow, but didn't say anything.

"How far did we go?"

William glanced over his shoulder. Even with his eyesight, the Academy was barely visible on the horizon. "Miles. I doubt we'll make it back before night."

"We'll fly."

Axel started walking to William, only to stumble and nearly fall. The spirit caught him as though he'd been expecting it.

"We'll do no such thing. You've run yourself dry, friend."

"What are you talking about?" Axel tried to stand tall only for his legs to betray him and begin trembling from fatigue.

"You've been summoning monsters repeatedly in a short space of time. Every monster takes energy from you both to summon and to keep it around. Even more energy is lost when they're destroyed. I suspect you could only summon the last one because of the desperate circumstance you were in."

"So what'll happen if I summon another?"

"You'll most likely pass out, and the monster will disappear. If you try to summon something too powerful, it'll take far too much energy and kill you in the process."

"So why can't you summon that dragon again? Or turn into it?"

"Just because I'm a spirit doesn't mean I have unlimited power. The actions of our enemy ought to be proof enough. Look at everything it's going through just to accumulate power. And I'll be honest, I emerged from a form of long-term hibernation recently, so I'm not at full power yet. And now I've used up everything I had."

"Coming after me," Axel said. "You exhausted yourself to save me."

"Wish I'd known you could handle it on your own," William shrugged. "But it's done now. What we need to focus on is recovering our strength for the trek back. We'll move when the sun begins setting."

"Sounds good," Axel agreed, digging through his pack for the rations they'd found in the submarine. "Let's get ourselves back into fighting shape."

#

Jesse breathed a sigh of relief as the sands erupted under him and Grand Neos emerged, holding three people in his arms. Adrian and Jim were unconscious, but Jaden was grinning wildly like he'd just been on the world's best roller coaster.

"Jay! Just wait there!" Jesse called down as Pegasus and Cobalt began to dive. Neos set his three passengers down on a dune, waiting like a guard until Jesse landed before disappearing. Jaden suddenly wavered, as if he couldn't stand up straight, and Jesse jumped off of Pegasus the moment they touched down to grab his best friend. "You okay?" he asked.

"Yeah, just a little tired," Jaden said. "Maybe I shouldn't have summoned so many monsters?"

"You'll be back on your feet in no time," Jesse said. "But for now, let me and my Crystal Beasts handle the heavy lifting."

"Thanks, Jesse," Jaden said gratefully. The green-haired boy helped his friend up onto Pegasus's back, then the two of them carefully lifted Adrian up as well. Jesse heaved Jim onto Cobalt Eagle's back with himself, and then the two beasts took off, flying back to Duel Academy at full speed with their passengers.

#

Syrus wondered what had happened as he found himself diving behind a desk to avoid being hit by a flying turtle. The monster burst into fragments of light against the desk, which cracked and splintered under the impact.

" **Cyber Angel Dakini** , attack!" Alexis cried out. Her four-armed angel unleashed a bolt of energy from its two swords, obliterating the **Catapult Turtle** that had just launched its fellow turtle at Syrus. With the reptile's disappearance, the angel's attack continued on to strike the duelist that had summoned it, blowing him through the open doorway and out into the hall. "Syrus, come on! We've got to get out of here!" Alexis called to him. The blue-haired boy followed her up the stairs and out of the classroom. Bastion was waiting for them just outside.

"Good, let's retreat! We're all gathering in the cafeteria!" the British student told them as they took off.

"How did all this happen?" Syrus wailed as they ran.

"Crowler was asking the same thing when I left," Alexis grumbled. "All I know is a bunch of people have gone crazy and started attacking everyone with Duel Monsters."

"Thankfully, it seems that the damage they can cause is limited to inanimate objects," Bastion said. "Which is quite peculiar, but also a stroke of fortune."

"Trust me, they still hurt," Syrus said. "But you're right, it hit me with a sword that went straight through **Jetroid** like it was nothing and only knocked me down."

Bastion looked mystified. "Dr. Eisenstein and I never guessed at such an effect, so I can only speculate what may be the cause," he said.

"Now's not the time, Bastion," Alexis chastised him. "We need to focus on getting to safety first."

"What about Chazz and Hassleberry?" Syrus exclaimed. "Are they still guarding the food storage facility?"

"I sent Crowler that way," Alexis said. "Figured he should be doing something helpful right now."

"If they're attacked and defeated, we'll lose all the food supplies we have left," Bastion said. "I advised Miss Dorothy to hide some away, but I don't think she took me seriously."

Alexis came to a halt, glancing around to make sure they weren't being followed. Taking a moment to catch her breath, she thought about what Bastion had just said. "This is bad. Without food, how can we last here?"

"Nobody better think about eating the funny sidekick!" Syrus screamed, putting his arms protectively over his head.

"I don't think we'll resort to cannibalism in a single day," Bastion said dryly. "After all, we still have Professor Banner's old cat."

"Not funny, guys," Alexis said sternly. "We should go check, make sure they're not in danger."

"It wouldn't hurt," Bastion said. "It's only a small detour away from the cafeteria."

"Duel Disks at the ready," Alexis added, checking that her own was still fine. "We don't want to get ambushed."

The two boys did the same before following her. In only a few short hours, they'd learned that a moment of ease could leave them vulnerable to certain defeat.

#

Looking up at the darkening sky, Yubel let out a contented sigh. In only a single day, she'd reduced the Academy to chaos, pitting students against one another. And better, unlike her original plan, they were doing it willingly, with no need for her to drain them of energy first.

Sure, this was riskier. They might realize what was wrong and turn on her at any minute. But for now, she was brimming with energy, so much that it was starting to overflow from her small body. Raising her hands, she gave off a rhythmic pulse of Duel Energy, an action not unlike flexing one's muscles to see how large they had grown. Her eyes narrowed as she considered the results. There was enough energy here to restore her to her proper body. But now she had to consider one of the other risks she'd taken: the host of her current body. She may have defeated the girl in their shared mindscape, but she wasn't naive enough to think that was the end of it. If she attempted something as complicated and difficult as creating a whole body, Blair was sure to notice and interrupt somehow. All it would take was a simple distraction at the wrong time, and it could all go sideways, wasting tons of energy in an instant. No, she would have to wait until the host was thoroughly broken and in despair. And she'd been right about the girl's character: mere torture wasn't enough to break her spirit. The occasional sniping comment about Yubel's plans was proof enough of that. So until Blair had been put through proper hell, Yubel was effectively trapped in her body.

It had served well enough for now. Yubel could handle wearing it a while longer. Looking out over the desert, she saw two small forms rapidly approaching. So, Jaden was back already. But exhausted. None of the four had enough strength for her to sense them until they were within eyesight. Keeping them away longer would expend more energy than it was worth. She had better things to do with her time. Whistling an ancient melody, she skipped down the stairs to find some of Jaden's other friends to play with.

#

"All right, final warning! Any student who doesn't throw down their Duel Disk right now gets detention for the rest of the year!"

"Why should we listen to you?" a Ra Yellow demanded.

"Yeah, you're always picking on us just 'cause we're not in Blue!" a Slifer Red added.

"Hey, that's not fair!" Hassleberry yelled. "He's just tryin' to be a good leader and motivate you!"

"This isn't the military, Hassle-dork! This is school!"

"Yeah, the teachers shouldn't play favorites just because we're not the best!"

"He ruins our classes!"

"Gives us too much homework!"

"Forces us to duel higher-ranked opponents!"

"Oh, give it a rest, chumps!" Chazz yelled, stepping forward. "If you can't handle being on the bottom, then get better! Work harder! Prove he's wrong about you! That's what I did." He folded his arms confidently over his chest, black jacket flaring out impressively. "If you got a problem with him, take it up once you've gone through me!"

"We're not all rich kids who can buy all the good cards, Princeton!"

"Yeah! We're just trying to have fun and learn enough to get a job!"

"We can't all become elites, Chazz! But he doesn't have to torment us because we're not!"

"I'm not tormenting anyone!" Crowler interrupted indignantly. "I'm just trying to push you so you can be better!"

"Oh yeah?" one of the Ra Yellows, a boy named Ishiki, stepped forward, glaring at the Chancellor. "And is working with evil duel spirits part of that?"

"What are you numbskulls talking about?" Chazz sneered.

"Blair told us the whole story, Chazz, don't play dumb! She's hosting a spirit that came here to stop your pal Jaden's evil spirit! The Slifer Prince sent us all here with his spirit, and we're here to put an end to it so we can go home!"

"You think Jaden has an evil spirit? Give me a break! His only spirit is that stupid little Winged Kuriboh, and it can't win a fight with a cat! Big brave duelists you are, going after a hairball!"

"So it's true! Jaden Yuki really does have a spirit!" Ishiki announced this triumphantly. "We promised Blair and her friend that we'd get rid of it, so stand aside!"

"Jaden's not in the fridge, morons! And even so, he'd beat all of you by himself if you tried dueling him!"

"We just need the food to force him out of hiding. He hasn't been seen all day! Once he knows we're in charge here, then he'll show himself and we can end this!"

"Jaden's not here 'cause he's trying to save Marcel! The poor kid got attacked by a spirit and Jaden and the rest are looking for medicine!" Hassleberry defended his friend.

"Oh, sure, his own spirit hurts somebody and he runs off to find medicine! Get real, Hassleberry! Jaden's using you guys to keep himself safe while he and his spirit go do God-knows-what!"

"Oh, please!" Chazz rolled his eyes.

"Get out of the way, or we'll make you!" Ishiki demanded, raising his Duel Disk.

"Fine! Do your worst, you second-rate chumps!"

"Wait!"

Everyone paused for a moment as Crowler walked forward. "If you insist on disobeying your teacher, breaking the rules, and attacking your fellow students, then it is my responsibility to discipline you troublemakers! Everyone to the duel arena right now, and anyone who has a problem with Jaden Yuki and his friends can have it out with me!"

"You got yourself a deal, Crowler," Ishiki said.

#

"Where is everyone?" Jesse wondered as they landed at the front doors of the Academy.

"I dunno, Jess," Jaden said. "Come on, let's get Jim and Adrian to the nurse."

"Okay. But keep your eyes peeled, Jay. There's somethin' fishy goin' on here."

#

"How did this happen?" Alexis asked.

Chazz looked up from his seat, surprised by her appearance. "Oh, hey Alexis. Wanna grab a seat?" he patted the chair next to him. "This'll be good. Crowler's about to school poor Ishiki."

"Who?" Alexis asked as she, Syrus, and Bastion took seats next to Chazz. The Princeton heir gave the other two boys little glares before answering Alexis's question.

"Some Ra Yellow chump who keeps accusing Jaden of having an evil duel spirit."

"He's sayin' Blair's hosting a spirit that's trying to stop Jaden's Winged Kuriboh!" Hassleberry explained angrily. "And that they're trying to get rid of the little critter so we can go home. Gotta admire their dedication at least."

"Maybe, but you can't say much for their smarts," Alexis said as she looked across the stadium. Just over a dozen students from Ra Yellow and Slifer Red were sitting in one large group on the other side of the stadium, behind Ishiki. On Crowler's side were the top duelists still in the Academy: Alexis, Chazz, Hassleberry, Bastion, and Syrus. "They may have numbers, but we've got skill. None of them can even defeat Crowler in a duel."

"Don't forget, you lot still have those Bio-Bands, and they'll drain energy with every duel. They may very well win through a battle of attrition," Bastion pointed out.

"That means we'll be counting on you. You're the only person in the Academy who isn't wearing one of these," Alexis said, lifting her wrist with the Bio-Band clipped on.

"Great," Chazz sneered. "Now we're safe."

"Knock it off, Chazz," Alexis scolded him. "Let's just concentrate on supporting Crowler."

#

Axel turned to William, trying not to let his anger show. They were making good progress, but the spirit had abruptly stopped and seemed to be listening to something only he could hear.

"What is it?"

"I don't know," the spirit admitted. His blue eyes had darkened considerably. "It feels like... You know how you can feel the tension in a room when two people are getting ready to fight? And they're still just talking, but everyone knows where it's headed and it feels inevitable?"

Axel nodded. "Yeah, I know what you mean."

"It feels like that. The Duel Energy signatures coming from your Academy. There have been fights sporadically throughout the day, but this is something different."

"Then we can't waste time. Think I've recovered enough to try Summoning a Level 4?"

William looked him up and down shrewdly, eventually nodding slowly. "Yes. But don't push yourself if it feels dangerous at any point."

Axel searched his Deck quickly, finding Volcanic Slicer and holding it up. He hesitated. "How do you do this? I've been doing it with my Duel Disk, you just toss the card out and it turns into the monster."

William chuckled. "While I'm flattered, you needn't emulate me. My cards are the actual monster spirits shifted to a card form, while your cards serve as a connection to the monster in question. It's far easier for you to just use the Duel Disk. It serves as, shall we say, a radio to signal the monster spirit that it's needed."

Axel digested that for a minute. It made as much sense as anything around here. Slapping the card in the Duel Disk, he felt himself weaken as the metallic monster appeared in a flash of light. His vision blurred, his legs wobbled, and he found himself tilting, nearly falling over. William reached out to grab his arm, but Axel righted himself, waving the spirit away. "I've got it," he said, striding over to the Volcanic Hammerer and hoisting himself onto its back. The creature twisted its head around, and while it didn't have eyes, he felt like it was looking at him. He stared back confidently, and it turned around obediently as William climbed aboard behind him. Taking off at a fast trot, it quickly began eating up the distance to the Academy.

#

Yubel leaned against the doorframe, listening to the Duel taking place in the arena. Ishiki was doing well against Crowler. Despite his appearance, the teacher knew how to Duel. If it kept up like this, Ishiki might actually lose. She found herself debating what to do. Should she let him lose so he could challenge Crowler again and drag it out? Force the teacher to beat his student over and over again, humiliating him in front of everyone? The problem was, while it would easily turn her supporters against Crowler, she'd promised to make them strong enough to defeat the superior Duelists of the Academy.

Hearing Ishiki's cry of defeat and the buzz of his Life Point counter hitting 0, she scowled as she realized she'd missed her opportunity. Oh well. She'd have to make another one.

#

Ishiki collapsed to his knees as the image of Ancient Gear Golem disappeared. His life was at 0, and he felt bruised and battered all over from Crowler's attacks. But worse, everyone had just watched him lose. _Again_. Over and over again, he lost in this arena. It never changed.

But she'd promised it would! She said he would stand at the top! That they all would!

He felt the purple scales on his arm itch and a faint violet glow came from under his sleeve. That was her power canceling out the effects of the Bio-Band. At least that part was true enough.

 _I'm sorry, Ishiki_.

He started at the sound of Blair's voice in his head. But it wasn't just Blair. There was a second voice layered over it, an older and much stronger voice.

 _I offered you power. I've been spreading my strength amongst the fifteen of you, that was my mistake. Duel Crowler again. I'll give you all the strength you need, all the power required to defeat him._

Even as she spoke, he felt revitalized, as if he'd just drunk a dozen espressos all at once. He sprang to his feet, Duel Disk at the ready. "Crowler!" he called out to the teacher.

"That's Dr. Crowler to you!"

"Try me again. I'll Duel for everyone here, and if I lose, we'll stop attacking everyone else. We're only after Jaden anyway." He heard his friends murmuring in the stands behind him and turned around to reassure them. "Guys, trust me on this. I won't lose this time!"

One by one, they smiled at him and nodded. He grinned happily, turning back to Crowler. "Ready?"

"Very well, slacker. One last Duel, then when you lose and we get back home, all of you are expelled!"

#

She smirked as she heard them start a second Duel. A small energy feed was easy to arrange. She already used the connection they'd forged with her to give back energy the Bio-Band was trying to steal. There was enough ambient Duel Energy in the air after a Duel to compensate her - a trick she couldn't pull off with just the Bio-Band - and she also took extra from their opponents. Feeding Ishiki a small fraction of the vast ocean of power she now possessed was worth it. With this, and the cards she'd given him, he couldn't lose. Hopefully, he'd push Crowler to his limits, and the teacher's pride would force him to fight back with full power. The Duel Energy he would provide would be quite a good cherry atop the sundae of his defeat.

#

"Thanks, Miss Fontaine," Jaden said as the nurse helped them get Jim and Adrian into hospital beds. "I think they're just exhausted, we didn't see any injuries."

"I'll look over them and make sure you're right," she said. "But you two should go to the arena. Your disappearance caused quite the commotion from what Hassleberry told me. Dr. Crowler is Dueling right now to defend you from the other students."

"What?" Jaden was flabbergasted. "Crowler's dueling for me? But I'm, like, his least favorite student!"

Miss Fontaine smiled gently. "He doesn't hate you as much as you think, Jaden. He just wants you to do better with schoolwork. Anyway, go cheer him on. And maybe you can straighten out this mess that's gotten started."

"Sounds good!" Jesse said. "C'mon, Jay, let's get to the arena!"

#

"Made it," Axel let out a huge sigh of relief as he slid from Volcanic Slicer's back to the sands in front of Duel Academy. William hopped down nonchalantly, his blue eyes staring into the middle distance as they entered the building. Axel put away the card and the monster vanished in a burst of light. The Egyptian boy felt exhaustion creeping up on him, threatening to overwhelm him entirely. But he didn't have time for that right now. "What's happening? Where are they?"

"I don't know where anything is in this place," William said. Raising a pale hand, he pointed one slim finger to the east side of the building. "They're Dueling in that direction."

"The Obelisk Duel Arena," Axel said. "Come on, let's go. We gotta stop them before it gets out of hand."

#

Crowler narrowed his eyes as his Ancient Gear Golem was blown apart by the Gravekeeper's Oracle. Somehow, Ishiki was doing much better in this Duel. It didn't make sense, but he was reminded of what Alexis Rhodes had said: that they were in an alternate dimension with real monsters. Lots of thing weren't making sense.

"Well, it seems you're not so bad after all. Too bad you never applied yourself before now."

He drew his card, reviewing his hand. He'd suffered a setback, but it was far from devastating.

"I'll activate the Field Spell Geartown!" he announced. "And then I'll play the Spell Heavy Storm! With that, all our Spell and Trap Cards are destroyed!"

"Before it's gone, I'll activate my Threatening Roar Trap Card!" Ishiki's card flipped up and a horrific bellow came from it, the shockwave pushing Crowler backward across the arena until he found himself desperately balancing on the edge of the platform. "Now you can't attack me this turn!"

"Ha! Already scared, and I haven't even finished!" Crowler gloated. "With Geartown destroyed, and your Necrovalley no longer in play, I can Special Summon Ancient Gear Golem from the Graveyard!" his favorite monster rose back up on his side of the field, the platform shaking as it emerged. "And now I activate Polymerization! With this, I fuse Ancient Gear Golem with the Ancient Gear Knight and Ancient Gear Engineer in my hand! I never thought I'd be using this card against a student, especially a mere Ra Yellow, but say hello to my Ultimate Ancient Gear Golem!"

A colossal mechanical monster arose from the swirling vortex of Polymerization, towering over everything, its glowing red eyes staring down at Ishiki.

"Nice show, but you still can't attack me!"

"That's fine. You won't be able to mount much of a defense in one turn, not after using up all your cards. Now go! Take your last turn as an Academy student!"

"Crowler!"

Everyone paused, turning to see Jaden and Jesse up on the balcony, both panting as they rested against the railing.

"Well look who finally decided to show up!" Crowler said. "I hope you got the medicine!"

"Yeah, Miss Fontaine's already fixing up Marcel!" Jaden said. "What's this all about? Why are you Dueling?"

"You know how dangerous it is here!" Jesse pointed out. "What happened?"

"These chumps think your little furball with wings is an evil spirit!" Chazz called up. "And Blair's hosting a spirit that's trying to get rid of it so we can go home!"

"Huh?" Jaden pulled out Winged Kuriboh's card from his deck, and the monster materialized in front of him, hovering in the air. "An evil spirit? Why would they think that?"

"Because it sent us here!" Ishiki called out. "And Blair's friend gave us the power to beat you and destroy that thing! Then she can send us home! So get down here and fight me yourself, Jaden, before I destroy Crowler!"

"Oh, don't you try to get out of a second defeat! It's your turn, now draw or forfeit the Duel!" Crowler ordered.

"This don't make sense, Jay," Jesse said. "The spirit that sent us here attacked Blair, but now it's sayin' it's innocent and it was Kuriboh that sent us here?"

"It's a lie," Jaden said, gripping the railing tightly. "It's just turning the other students against us. They won't believe us if we try to tell them the truth, she's already wrapped them around her little finger."

Jesse looked him over curiously. His friend's anger was unexpected. Reaching over, he placed a calming hand on Jaden's shoulder. "We just gotta show 'em we're the good guys. Actions speak louder than words, right? They'll understand when we get everyone home."

"Yeah, I guess so," Jaden said.

#

Downstairs, Axel and William had entered the arena a few minutes earlier and stopped, eyeing the Duelists as Jaden and Jesse arrived.

"How good is he?" William asked.

"Never seen him Duel, but he's a teacher," Axel said. "Supposed to be pretty good."

"Good. We need to stop this quickly and find the spirit. It's nearby, but its energy is mixed in with that of its followers. I can't pinpoint it."

"Just keep your eyes open. Blair's a small girl wearing a red jacket."

#

Yubel grinned, her teeth showing as she listened to Jaden. Her heart rate sped up, and she made a snap decision. It wasn't planned, but she wanted to do it. He'd been coddled, and she needed to cause him pain to show how much she loved him. To repay him for everything he'd done for her.

#

"It's my turn! I put Gravekeeper's Oracle in Defense Position, and set another monster in face-down Defense!" he Set his only card, leaving him with only the two monsters. He was annoyed that Crowler had been correct: he'd used up all his cards to get Oracle out at full power and destroy the Golem. Hopefully, the Gravekeeper's Guard he'd put face-down would get rid of it, then Oracle could end the game next turn. He had enough life to survive even a Piercing Damage blow from the monster.

"Jaden!"

Ishiki looked up as he heard the familiar voice. Blair was up on the balcony, the same level as Jaden and Jesse. The young girl was looking at the brown-haired boy, confusion written all over her face.

"Blair?" Jaden asked. Then his face hardened. "You're not Blair! The Blair I know would never turn our friends against us!"

"You think we're your friends?" Ishiki yelled. "We're the guys who struggle and work hard every day, only to see you breeze through everything without trying! You win every Duel you play and then sleep through class! You're not our friend, Yuki, you're our target! Blair and her friend finally gave us the power to knock you off your Slifer throne!"

The brown-haired boy rocked back as if he'd been physically struck by the words. Next to him, the green-haired Jesse stepped forward.

"Quit bein' so jealous of him!" he yelled. "You're lettin' your anger get the best of you! Jaden's right, that's not Blair, and you should know it! Jaden's fought to save the school and all of you with it, over and over again! He would never send us out here, but the spirit he was fighting back home would! And then it went after Blair and fed y'all a pack of lies!"

"That's not true!" Blair stepped backward, wrapping her arms around herself protectively. "I'm just trying to help her! She came to me, she said she needed my strength to stop the evil spirit! I thought-" the girl's voice caught in the middle of her sentence and she audibly choked back a sob. "I thought you would help me, Jaden, you're my friend!" she started shaking so much even Ishiki could see it from down on the floor. Gritting his teeth, the Ra Yellow turned to Jaden.

"Still think you're so great, Slifer Prince? Still think we're your friends?"

"Blair, come on!" Jaden said, stepping in her direction. "Of course I-"

"Don't come near me!" she screamed, stumbling back, away from him. Before he or anybody else could speak, she spun around and dashed out of the arena, her choked sobs echoing behind her.

#

Yubel wanted to dance with glee once she was out of everyone's sight. She hadn't been sure her acting skills were good enough to pull it off, but she'd done it! Now everyone but his closest friends were turning against Jaden! She would put him through hell in order to make him as strong as he needed to be.

Pausing to take stock of what was happening in the arena, her eyes widened as she noticed how much Duel Energy was filling the air. Even those not involved in the Duel were giving it off, their emotions riled up by her little act with Jaden. Crowler himself seemed to be reaching new heights.

Well, that was too good an opportunity to pass up.

 _What are you planning, you bitch?_ Blair hissed in her mind.

#

"Enough! It's time to put an end to this rebellion!" Crowler announced, drawing his card with a flourish. "I didn't want to crush your hopes, but you leave me no choice! I activate the Spell Card Limiter Removal!"

As the card glowed, his Ultimate Ancient Gear Golem was surrounded by a red aura. Its Attack Points jumped up from 4400 to 8800. Ishiki gaped at it, his confidence visibly crumbling.

"Now, Ultimate Ancient Gear Golem! End this with Mechanized Mauler!"

The giant machine rumbled forward on its four legs, raising its giant fist over its head.

#

Yubel's face split into a wide grin, her eyes widening and glowing their natural yellow and green colors.

 _NO!_

#

William stepped forward, his face suddenly alarmed.

"No!" he exclaimed. "Stop!"

#

Ishiki glared up at the giant monster coming at him. His Oracle was moving to protect him, but the Piercing Damage would still end the game now. He'd lost. _AGAIN_. He couldn't trust anyone, not even Blair and her friend. She couldn't give him the power to defeat even Crowler.

Grimacing as the huge fist came down, he braced himself for the pain. None of the attacks caused more than some bruising here, even with real monsters. But he suspected this one would be unpleasant.

The fist smashed its way through the Oracle, reducing it to thousands of fragments of light, continuing on to him without slowing down. He suddenly felt weak, drained of energy. His knees shook violently as he fought to stand upright.

Then it hit him.

#

Yubel felt the building shake as the attack landed. There was a silence of a few seconds, then she felt Duel Energy rush into her like the churning white waters of river rapids. She arched her back, moaning in pleasure as it filled her, her heart pounding in her small body. It was thick with pain and fear, her two favorite emotions racing through the currents of energy. Every nerve in her body lit up with pleasure and her vision swam for a moment. When she came down from the peak of ecstasy, she was shivering delightedly, gasping for breath, her body still tingling, sweat trickling down her back.

Then screams filled the air. Yubel's grin split her face in half. Walking away slowly, savoring the afterglow of her experience, she made her way to the room she'd turned into her private quarters. She didn't want anyone else around right now.

#

Jaden stared dumbly down at the duel arena. He knew what had happened but his mind couldn't accept it. He couldn't believe it. It wasn't _possible_.

He heard a little gasp of pain next to him and realized he was gripping Jesse's hand so tightly that it was hurting his friend. He let go, numbly moving his hand to the rail and squeezing that instead. His gaze returned to the arena, to the spot that Crowler's Ultimate Ancient Gear Golem had struck.

He simply couldn't believe what had happened.

#

Axel's first reflex was to throw up, but he clenched his teeth and swallowed the bile. Up on the arena, Crowler had stumbled backward until he'd fallen off the platform. The teacher was getting to his feet, trembling like a leaf. Axel didn't blame him, or the students in the seats who were screaming as they looked at the aftermath of the Duel. Next to him, William was still as a statue.

On the Dueling platform of the arena, under Ultimate Ancient Gear Golem's fist, was the remains of Ishiki. A mangled clump of shattered bone and torn flesh, and a starburst of blood and smashed organs that stained the monster's fist, the platform, and Crowler's shoes.

In spite of several near-death experiences throughout the day, even being swallowed alive, Axel was finally struck with the consequences of real monsters.


	2. A Hope of Light

**Chapter Two**

The stadium was quiet that evening. It had been more hectic that day than any other, as every student in the school scrambled to see what had happened, then scrambled out looking sick. Blair's followers, Ishiki's friends, were more stunned than anyone, but it only took a minute or two for them to be outraged at Crowler for what he'd done. The Chancellor wasn't able to defend himself at all, still shaking so hard you could see it from the stands, tears of horror and shame running down his face. Axel and William had stepped up to fend off the accusers, both looking so grim and serious that no one had the courage to yell at them for long. Within half an hour of Ishiki's death, his friends were gone, and the other students were arriving to see the aftermath for themselves. It took a few hours for the Academy elite to get everyone out of the stadium for good. At last, they had the place to themselves.

"First things first," Axel said, turning to William. "How did this happen? We've been Dueling all day without hurting other people, and we saw Crowler's monsters hit Ishiki before and only knock him over. Why was this one different?"

The black-clad spirit nodded slowly, his intense blue eyes fixed on the gruesome remains. "Any Duelist, while Dueling, produces Duel Energy. That power source is naturally present in spirit worlds such as this, but a Duelist absorbs it and channels it into spells. Their body also exudes the energy and, without them even needing to think of it, forms a shell around them. This invisible shell of Duel Energy wards off attacks, blunting the injury so that it isn't lethal."

"So Ishiki must have run out of Duel Energy," Bastion surmised. "It could no longer protect him, and the final blow struck with all its power."

"The basic idea is correct," William said. "But it's not normally possible to run out of energy like that, in a world like this. We are constantly taking it in and making use of it. Even if you don't have the energy to summon a monster or cast a spell, you can survive damage."

"So where'd his Duel Energy go?" Jesse asked.

"The spirit possessing your friend Blair," William said. He looked up, meeting everyone's gaze in turn. "It formed a bond with each of them, allowing it to both give and take Duel Energy from them. By giving Duel Energy, it enhances the strength of their attacks and bends their cards more to their will, essentially improving their luck and keeping their opponents off-balance with unusually powerful attacks. In this instance, at the final moment of the Duel, the spirit took all the Duel Energy, leaving nothing for Ishiki to defend himself with."

"Did it know?" Bastion demanded.

"Absolutely. Nothing with this much knowledge of Duel Energy and how to move it around like this would be ignorant of the dangers." His blue eyes, already hard and serious, seemed to grow colder. "This was no accident. This was a calculated murder."

The silence that followed his words was so profound it was almost loud. No one dared to speak as the spirit's words sunk in.

"Why?" Syrus finally choked out. The small boy's eyes were filling with tears. "Why would it do that? It doesn't make sense, it just killed one of its own people!"

"And look at the result," William said. "Everyone is afraid, but more important, they're angry at Crowler. And because they made so much noise about Winged Kuriboh being evil, they can blame it on him. It would make more sense than for Blair's friend to be responsible. They weren't even in the room."

"But it is their fault!" Bastion yelled. "They did all of this! If it wasn't for them this Duel wouldn't even have happened!"

"But they don't control their followers with logic or reason," William said, gritting his teeth. "They play with emotions. They use fear and anger, jealousy and greed. They point fingers at whoever they don't like and accuse them - in this case _us_ \- of being responsible for everything wrong. They're afraid of the 'evil' Winged Kuriboh, they're angry at Jaden for bringing all of you here, and they're already jealous of every one of you for being a better Duelist than them. It offered power and a target for their anger, and they lapped it up. No amount of logic and reason will overcome their emotions." He balled his hand up into a fist, and all the students got the impression he was restraining himself from hitting something with it. "It's not leaving us many options."

"The best thing we could accomplish would be to find a way home," Bastion said. "I've been going over the data we have and all of Professor Eisenstein's formulas for interdimensional travel, but I can't find an answer."

"Go over it again," William said. "With me. I'm not up to date with human science, but I have some personal experience with gates to different dimensions. We'll try to work out the solution."

"Excellent," Bastion said.

"While you two work on that, we need a way to stop the spirit's people from attacking us," Axel said.

"But how?" Alexis asked. "With real monsters, they can cause all kinds of damage."

"And so can we," Axel said grimly. "I hate having to fight back like that against our fellow students, but there's no alternative."

"You sure?" Jesse asked. "We could work things out peacefully."

"No, Jesse. William is right, this spirit is getting them too riled up to think straight. They don't care what we have to say, they already see us as the enemy. If we try to be peaceful, they'll walk all over us. With the power at every Duelist's disposal in this world, they could tear the building down around us. And that spirit knows it."

"I hate to say it, but Axel's right," Alexis said. "We've got to fight back. But it should be us, not the other students. We all got involved in trying to stop Viper and that's what led to the spirit bringing us here. We need to handle the fallout."

"Sounds good," Axel said. "We'll keep the other students safe, even if we have to fight the spirit's helpers."

"At least there's not that many," Jaden said, his voice hollow. "Right? Most of the students are on our side."

Everyone else looked uneasy at the Slifer Red's words. Ever since the duel, he'd been silent, standing off to one side while they talked. His friends knew what was wrong. He was thinking about how the students had attacked him, tearing him down for being a better Duelist than them.

"They know you've fought for them before," Alexis said. "They'll remember. You'll see."

#

As the last person left the room, closing the door behind them, Yubel let out a sigh of relief. When they'd come looking for her after their friend's death, she'd had a moment of panic. She had let Ishiki die on a whim, and hadn't planned for his friends. But she'd managed to spin it, pretending to be stunned by the news, then sad and hurt. They'd shown a little support for "Blair" then, and she was able to twist their pain and anger around, directing it at Jaden and his allies. She'd ended by playing nice, telling them to offer her protection to anyone in the school who didn't believe in the teachers or Jaden. At the moment, she didn't care about getting more Duelists to fight for her, and having his followers abandon him would hurt Jaden even more. And even if no one joined up, just the talk and the rumors would start making people believe in her.

 _You think you're real clever, don't you?_

Yubel huffed irritably as Blair spoke up for the first time since Ishiki's Duel.

"Clever enough to tear Jaden's childish world down around him," she replied.

 _Really? Then you don't really know Jaden._

A hot wave of anger surged through her, her eyes glowing their natural colors for a moment. "How dare you!" she hissed through clenched teeth. She descended into the - temporarily shared - mindscape. As usual, it was in the form of a luscious forest, dark trees everywhere, interspersed with enormous, toothy flowers, and indistinct, wicked creatures. Blair was kneeling between two trees, thick vines wrapped around her arms, lifting them up as thorns bit into her unprotected flesh. But the girl's brown eyes were full of fire and defiance as Yubel, in her real form, flew down to her. "I have known Jaden for centuries, you little brat! Millennia! You haven't even known him for a year!"

The yelling did nothing. Blair met her two-tone gaze evenly, waiting for Yubel to finish speaking. "I still know that he'll defeat you. No matter what it takes or what you throw at him. Jaden is the greatest Duelist I've ever known."

Yubel laughed, a low, cruel chuckle. "Only a child would say such a thing. Jaden is only beginning to grow into his true power, his full might. When he has properly matured, he will stand among gods."

Blair studied her for a moment, brown eyes still angry. "You speak awfully highly of someone you're trying to kill."

"Oh, Jaden won't die." Yubel leaned in close, lifting a clawed hand to cup Blair's cheek tenderly, stroking the soft skin. "And neither will you. Not for quite some time."

But despite the screams of pain she was able to draw over the next few hours, Yubel could not get that defiant look to leave Blair's eyes.

#

The cafeteria was quiet as Alexis walked in, a trio of Axel's "Blue Berets" trailing her. It had been two days since Ishiki's death, but the atmosphere among the students was still tense, especially around the elites. It made her sad, especially when Mindy and Jasmine refused to look at her. She'd always known she was one of the best Duelists in the Academy, but it had never felt like something that made her _different_. She was just a little more skilled. Now the ordinary students were treading on eggshells around the elites, and the change was painful in a way she'd never known.

"Go get some food," she told the three Berets as she made for Axel. They all nodded, heading in Miss Dorothy's direction. At least they pretty much treated her the same way.

"See anything?" Axel asked as she approached. "Or anyone?"

"Neither," she answered, watching as his dark eyes examined his disassembled Duel Disk, checking each piece for flaws. "Outside of the areas we've designated for students to remain in, it's a ghost town out there."

"But they're out there somewhere," he said, reassembling the weapon. Alexis was struck by the fact that she'd just thought of a Duel Disk as a weapon, then she recalled the damage she'd seen - and inflicted - by monsters a few days ago. "The spirit possessing Blair is cunning. It's been manipulating everyone in the school easily. The longer we're here, the more we're at its mercy." He stood, holstering his Duel Disk at the same time. "And I'm ashamed to admit its most recent move caught me off guard."

"You mean with Ishiki?"

To her surprise, Axel shook his head. "Take a good look around. How many students are still here?"

Alexis looked, making a quick guess. "About half the population, maybe more."

"There's around a quarter in the sleeping areas," he revealed.

She met his eyes as the realization struck her. "Where are the _other_ fourth of the student body?"

"Where do you think?" his brow furrowed, eyes narrowing and fingers tightening around the handle of his Duel Disk. "Wherever Blair's hiding."

"But they wouldn't-" Alexis cut herself off as she realized that, yes, they would. After seeing Crowler kill a student yesterday, accident or not, right after that act by the enemy spirit, they might easily think the teachers and the elites were dangerous.

"They might have just run off on their own to avoid being attacked by either side," Axel said generously. "But in this situation, people don't think clearly, Alexis. It's only going to get worse as long as we're here."

"Let's hope that's not much longer," she said, turning away from him. The conversation was depressing her. She headed for the two individuals who could be key to their escape. "Bastion, William," she called out. She had only briefly seen the spirit in his natural form a couple days ago, so she didn't find it difficult to see him as just another Duelist, despite his rather archaic clothing and, honestly, lack of style. She would admit, though, that his piercing blue eyes were extraordinary. Even as she thought that, those very eyes fixed on her unblinkingly.

"Something happen?" Bastion asked. "You and Axel looked intense."

She sometimes forgot that, although Bastion spent much of his time nose deep in a book, he was terribly observant. "Yeah, we're afraid more students are leaving our protection. Axel thinks they might just be afraid of getting caught in the crossfire, but some of them are probably joining up with that spirit."

"Its spectacle the other day was impressive," William said, his deep, smooth voice expressing a begrudging respect. "They'll believe her to be in the right."

"Look, we really need to make it home soon," Alexis said. "Where are you two geniuses at?"

"I am no genius," William admitted. "Certainly not on your friend's level." Having said that, he reached out and tapped a piece of chalk against a large diagram on the chalkboard. "But I do have some experience."

"William has created interdimensional portals before, often enough to know the method in its entirety," Bastion explained. Looking at the diagram, Alexis could see that it resembled some kind of occult summoning circle. "But magic doesn't focus so much on the how and why, just the what. It's taken most of the day just trying to break down his understanding of portals to compare it to my scientific study with Doctor Eisenstein. And giving him a few lectures on math at the same time."

"The problem, ultimately," William said. "Is that, even with the proper circle and materials - for which I would still require one or two more spirits - or the proper machines, we lack power. Simply put, no one can pass through dimensions without a significant abundance of energy."

"But aren't we in a world full of Duel Energy? That's why Chazz's Ojama spirits are solid and hungry now."

"But how do we harness that energy?" William asked.

"He's right," Bastion agreed. "Earth has vast amounts of energy, but we can only make use of a tiny fraction of it. And we're working with limited resources here."

"We do have Duelists, but channeling energy into a Duel doesn't guarantee it can be used to open a portal. Not unless one of the Duelists has the allegiance of a spirit with that skill."

"And you don't."

William spread his hands helplessly. "I only know the theory, I've never tried to carry it out on my own or without the right tools. It's possible, but not by me."

"Which puts us back at square one," Bastion mused. "Acquiring both energy and the means to use it."

Alexis wasn't a genius, but she followed the conversation easily enough. Which meant it was also starting to depress her. "Good luck," she said. "We'll make sure no one messes with you while you work."

"I might stretch my legs myself," William announced. "You don't need my help with this part anyway, right Bastion?"

"No, I'll manage," the teen genius said, turning to the blackboard, chalk in hand.

#

Aster Phoenix watched, arms folded, immaculate in his tailored white suit, at the scientists running all over the place. Academy Island, in the absence of the Academy itself, had become a beehive of activity. All of it, naturally, focused around the gaping crater where the school had stood not even a week ago. All kinds of scientific equipment was being brought to bear, devices gathering every scrap of data and doctors of quantum physics, duel physics, and multidimensional mathematics analyzing it all. So far, from what Aster had heard, they had determined the following: the Academy and all its students, minus a few who were away for personal reasons, were in another dimension, and no one knew how to return them.

This information, unsurprisingly, put everyone rather on edge, so Aster simply stayed out of the way and didn't make himself a nuisance. He'd returned from a Pro League duel ready to sleep late and maybe check out a lecture the next day only to find this mess waiting for him. Actually, what was most annoying was they weren't waiting for him. He'd been told to make himself scarce, and he was pretty sure most of the people working here didn't even know who he was.

"Bored?"

Aster turned to Zane. He wasn't sure what the slightly older Duelist was doing here, but he suspected it was because Zane's brother was one of those missing with the school. "You can say that again," he admitted.

"These eggheads claim to know what they're doing, but so far I can't make heads or tails of it." Zane leaned against the tree next to Aster, glaring at everyone as if they offended him. Of course, that was his default expression these days. "You'd figure with everyone here, someone would be able to tell us something interesting."

"Not like you're saying anything worth listening to either, old man," Aster said.

Zane snorted in disgust. "I've missed out on three duels already, just because Pegasus told me to come here in case I was needed. He better have something serious in mind."

"Pegasus? Serious? You have met the guy, right?"

Zane grunted in a way that suggested displeasure, which Aster took to mean yes.

"All we can do right now is wait and see," Aster said, unable to keep the anger out of his own voice.

Zane straightened up. "I'll see you around. Oh, and when Atticus Rhodes arrives, do yourself a favor and give him some space. He's going to be useless when he finds out Alexis is in another dimension."

"Aw, I didn't know you cared, Zane."

Aster chuckled as his rival raised a finger in his direction while walking away.

#

Jesse walked into the room, precariously balancing four cups of coffee. Miss Fontaine took one from him, getting a grateful smile in return. The blue-haired boy set two of the other cups down next to Jaden and Vice-Chancellor Bonaparte.

"Thanks, Jess," Jaden said dully, taking a sip of his.

"You need some energy, Jay," he said, drinking his own.

"He's right," Miss Fontaine agreed. "You've just been sitting here all day. You need to be more active."

"I shouldn't be doing anything," Jaden said. "If I get involved, it'll just turn more people against us."

"That's not true!" Jesse exclaimed, standing up again. "You Dueled Viper to protect everyone from his Bio-Bands! You fought the Shadow Riders to keep the Sacred Beasts out of their hands! You fought the Society of Light to save the world! You're a hero, Jay!"

"But they still hate me!" Jaden yelled. "I don't know what I did wrong, all I wanted was to play the game and have fun! I only fought those guys because there was no other choice, Jesse, not because I was a hero!"

"There was a choice, Jaden," Bonaparte interrupted. Everyone turned to the short teacher, who was sitting next to his son Marcel's bed. He'd hardly moved since they retrieved the medicine and Marcel woke up. Now, he looked up at the Slifer Red student. "There's always a choice. How many other people stepped up to fight instead of running away? Or just letting someone else handle it? You may not see it that way, but you made the choice to stand up to evil, and that's what a hero does." He smiled. "And you saved my son, without ever asking for anything in return. Whatever lies that spirit is spreading, you are a hero."

"He's right," Miss Fontaine said gently. "They're both right, Jaden. Ever since you started at this Academy, you've proven yourself to be one of the most big-hearted people in the world. Everyone out there who hates you is simply jealous. If you keep beating yourself up over it, you'll let that spirit win."

"And then we can't save Blair," Jesse pointed out, folding his arms defiantly over his chest, as if daring Jaden to keep being negative.

The brown-haired boy gave them all a weak smile. "Thanks, everyone."

#

The silence in the school was only broken by Axel's footsteps. He looked sideways at his ally, listening carefully as the spirit's feet came down on the floor. Nothing.

"I can make noise if it would make you more comfortable," the spirit said, bright blue eyes meeting his.

"That's fine," Axel said. "I need to get used to working with a spirit."

"As long as you're feeling unsettled, at this close range, it makes me uncomfortable as well." As he spoke, his footsteps began producing a gentle noise. "Like an insect buzzing in your ear."

"Got it."

They kept walking, making their way around the perimeter of the school. The spirit occasionally closed his eyes, slowing his steps briefly, then resuming his former pace. Axel waited until after one of these episodes to speak.

"Any luck?"

"I can't make it out clearly. As long as it allows its servants to fight in its place, its energy is scattered all over the building. We can track down some of those servants, if you're ready to attack them."

The dark-skinned boy shook his head. "A few days ago, I talked about taking the fight to them. But that was because I was afraid of them coming after us. Until we have no other option, we'll wait. The longer it's peaceful here, the more time Bastion has to find us a way home."

"Peaceful isn't the word I'd use," William mused. "But I understand your point. As well, if our side makes the first move, they'll paint us as the villains again."

"We can't worry about that now," Axel said. "We'll make enemies whatever we do. The important thing is to protect as many students as possible while preventing that spirit from accomplishing its plans."

"Those plans undoubtedly require a large amount of Duel Energy, which it gains by having its servants Duel us. So keeping duels to a minimum is ideal."

"Other than regaining a body, what else can it do with Duel Energy?"

William shrugged. "It all depends on what that spirit is. But I wouldn't count on its intentions being good."

Axel was about to respond when the back of his neck started itching. He subtly glanced around the corridor, but saw nothing. "Something's coming," he said quietly.

The spirit tilted his head ever so slightly, just enough to acknowledge him. His hand twitched, and a quick glance showed Axel that the spirit was palming a card, keeping it concealed from anyone who may be watching.

They were approaching the lecture halls when a flash of movement caught their attention. William immediately raised his hand, flicking the card out in front of them. It turned into the wall of skulls Axel had seen in the desert, blocking off a doorway. Axel drew his Duel Disk and got down on one knee, waiting. The wall crumbled a second later as a giant metallic insect bashed through it.

"Take this!" Axel fired off three **Volcanic Shells** rapidly, the monsters detonating against the beetle's hide, forcing it back into a lecture hall.

"Keep it distracted," William ordered, tossing out two other cards. Each card turned into a black snake, the creatures slithering forward. Axel fired off a couple more cards, keeping the beetle's attention on him as the snakes closed the distance. They disappeared underneath it, then a second later the beetle collapsed, legs twitching violently as the metal shell began cracking ominously, a black ooze seeping out from within. Moments later, the whole shell burst, spewing dark fluids all over the place, coating the walls, the floor, and the closest desks. The mess disappeared, breaking apart into motes of light as the two snakes changed back into cards in William's hands.

"Bad news," Axel told the spirit, turning so they were back to back.

"We're surrounded," the spirit said, calm and unruffled.

"Yeah. By a lot." Axel eyed the nine students that had come out of hiding and were blocking the hallway on both sides of them.

"I see eight in this room," William informed him.

"Try your best not to kill anyone."

"Of course. You'll handle your side?"

"You can count on me."

"Let's not keep them waiting any longer," the spirit said, drawing his cards.

#

She stalked down the hallway, her dark purple cape swirling around her legs. Her eyes were flickering open and closed as her senses expanded outward.

 _So what are you up to now, psycho?_

The spirit scowled, coming to a halt and trying to ignore the voice. She hadn't realized until after their last torture session that Blair had somehow stolen some of her Duel Energy. The girl was fighting back now, and while it still hadn't gone beyond some annoying comments, those comments never seemed to stop!

"Waiting for Jaden's friends to walk into my trap," she said calmly. "Now shut up. A host should be more generous to her guest."

 _Guests ask for permission._

"It was an emergency. Taking your body was necessary to save my life." She smirked. "Don't you feel better, knowing you kept me alive?"

There was no verbal response, but Yubel felt a swell of hot rage from the girl.

"Just be quiet, unless you're so bored you want us to play around some more. I suppose I could oblige you."

 _Go to hell._

Yubel rolled her eyes. The dimension that humans called Hell was a place she was familiar with. It wasn't that interesting, or much of a threat. While Blair burned with fury, Yubel expanded her senses again, hoping to find what she was searching for.

#

"What's going on?" Jaden asked, hurrying across the cafeteria. Most of his friends had gathered there, all talking to William and Axel. The two of them looked up as Jaden, Jesse, Adrian, and Jim joined the group.

"Good to see you on your feet again," Axel told Jim.

"Don't worry mate, the both of us are in good shape!"

"Glad to hear it, 'cause we need everyone we can get."

"Yeah, we heard some explosions earlier!" Jaden cut in.

"That was us," Axel said. "Some of the spirit's supporters attacked us. We fought our way clear, but it got close. If this guy didn't pull a sword out of who knows where, we'd have been brought down."

"It was rather exciting," William agreed. "I admit, it's become quite fun being around you. I'm glad I came here."

"Us too," Axel said. "Luckily, no one died in that fight, but the school's gonna have to buy a new lecture hall."

"And a hallway."

"And it's gonna get worse." Axel turned to Bastion. "Where are we?"

"Well, based on what William has told me," he began, turning to the chalkboard. "There's several possible means of creating and widening a portal. I suspect that our transference to this dimension left behind a hole, meaning we don't need to create one ourselves, we just have to widen the preexisting portal. But to do that, a great amount of power is needed. And even legendary monsters can't necessarily release that much all at once, not without a certain amount of pressure. That pressure is rarely applied, of course, because they're legendary, and they don't often get pushed to their limits -"

"Bastion!" Axel snapped. "In English!"

"Sorry, sorry," the genius apologized. "It's just that this is all theoretical, I could be mistaken."

"You still know more about this than any of us do," Alexis said reassuringly. "Just slow down and explain it simply."

"Right. We need a battle between legendary monsters. If that were to happen, it could generate a huge amount of Duel Energy that, with the right equipment, could be used to widen the portal and take the whole school back to Earth."

"Well that's a start. How do we make it happen?" Adrian asked.

"First off, what makes a legendary monster?" Axel interceded.

"Both good questions," Bastion said approvingly. "I'll start with Axel's. William, feel free to step in if I misunderstood anything." The spirit nodded quietly. "A legendary monster is almost always the head of its tribe or clan. Like the Elemental Heroes, it's likely that Neos is a legendary monster."

"Really? Cool!" Jaden said, grinning.

"But it's not the only requirement. Being the leader of a tribe doesn't automatically make them legendary. For example, there's a tribe of Aliens, led by the Alien Overlord. It isn't legendary, because while it's the strongest of its kind, it's weak compared to other tribes."

"So it has to be renowned and in charge," Adrian said. "So my Cloudian Eye of the Typhoon probably wouldn't count."

Bastion cocked an eyebrow at William, who eyed Adrian's Deck for a few seconds before shaking his head. "No," the spirit said. "It doesn't qualify. This is a difficult point even for Duel Spirits to understand," he said. "But we feed off people's awareness of us. Whether they're in awe or afraid, it fuels us, makes us stronger. Those individuals whose names resonate across the dimensions become legendary because so many know of them. The oldest accumulate power and become like gods. I don't know that anyone here is carrying truly legendary monsters. Even my own don't qualify."

"Even if we have legendary monsters, we can't do anything without the equipment," Bastion said. "Which brings me to something rather risky. We need to try contacting the people back home."

"What?" Axel exclaimed. "How?"

"I'm sure my mentor, Doctor Eisenstein, is working on figuring out where we've all gone. I'm familiar with his equipment and methods. If we get to the power generator plant, I believe I can use it to get a signal through to him and receive one back."

"Well that's great!" Jim said. "How can we help?"

"You'll need guards," Axel said. "After this last attack, it's clear things will only get worse. One person leaving the building is a perfect target."

"I'll go," Adrian volunteered.

"Same 'ere," Jim said.

"No, you only got out of the med wing yesterday," Axel said.

"I'll go then," Alexis stepped forward.

"And I'll be fine, Axel," Jim insisted. "Shirley'll come with us, so there's nothin' to worry about."

The dark-skinned boy glared at them for a few seconds, then nodded reluctantly. "Fine. Alexis, Jim, make sure Bastion gets to and from the power plant safely."

"While they're doing that, I'd like to continue searching for our enemy. If they're out of the way, everything will become much easier," William said.

"Sounds good." Axel looked over those who were still present. "Jesse, you go with him."

"Sure," the green-haired boy agreed.

"Syrus, Chazz and Hassleberry are taking turns guarding the food storage facility," Axel said. "I'll send them back here to keep an eye on everyone with you, Jaden. I'll guard the food for now. Adrian, come replace me in two hours."

"Okay," Adrian agreed. "Honestly, I think you're right, I'm still a little light-headed. I'm gonna go lie down for a while."

"So we'll meet back here in three or four hours?" William suggested.

"Sounds good. Bastion, good luck," Axel said, clapping the scientist on the shoulder.

#

Aster perked up as he heard shouting in the distance. This wasn't odd, everyone seemed to be yelling at everyone else, but this sounded excited. Almost happy. He strode towards the noise, only realizing when he got there that it was coming from Eisenstein's lab-on-wheels.

"We've been analyzing the portal, Bastion, und ve have a plan!" the German doctor was saying.

"So do we!"

Aster jumped up into the lab. The voice was scratchy and distant, but he recognized it. "Bastion, is that you?"

Amazingly, on the screen there was an image of Bastion, looking like he was operating on coffee in place of sleep. The screen had a lot of static and kept lagging.

"Aster Phoenix? Good to see you," the young genius greeted him. He turned his attention back to the doctor. "We met a Duel Spirit here, he's been explaining a lot to me about spirits and portals. Putting it all together, we have a plan, so long as the portal is really still there."

"Yes, it's here, Bastion! But it's tiny!" Eisenstein exclaimed. "It's taking all the power we have just to communicate vith you now!" He stroked his mustache, smiling slightly. "But ve have a plan as vell, you see. Pegasus believes he's discovered ze key to your return!"

"According to what I know, we'll need to generate a tremendous spike in Duel Energy, using monsters of great power."

"Ya, ya!" Eisenstein nodded, eyes lighting up. "Ve know, that's vhat he's discovered!"

"Sir, we don't have monsters that are powerful enough! We don't think we can generate enough power!"

"But you vill, Bastion! Pegasus has discovered ze tablet of ze Rainbow Dragon! Once it's in your hands, you can use it in a great Duel to return home!"

"Rainbow Dragon?" Bastion asked.

Aster heard someone else chip in, somebody with a strong Australian accent.

"That's perfect, mate! Jesse can use the Rainbow Dragon, no problem! And even our spirit buddy heard about it, it's gotta be legendary!"

"That's great, but how do we get it?" Bastion snapped. "Even if Pegasus creates the card, it's on Earth!"

"Ve're vorking on zat!" Eisenstein's accent was becoming thicker as he grew more excited. "Ve vill open ze portal a little bit and send the card through, and you can zen use it to fully open ze portal and come home!"

"You can expand the portal?" Bastion asked.

"Vell, no. You'll have to use ze tennis court."

"The what?" Bastion asked.

"Incoming!" came a girl's voice through the computer. A moment later they heard some kind of explosion, followed by a roar of static.

"Ze tennis court, Bastion!" Eisenstein yelled into the mic. "Go there, you'll understand!"

"Sir, we've lost the signal," one of the other scientists said.

Eisensten pounded a fist on the table. Aster understood how he felt. All they could do was wait, and hope they understood.

#

 _What's more fun to you, tearing off butterfly wings or kicking puppies?_ Blair asked, sarcasm dripping from her words.

"Do you ever shut up?" Yubel asked. "Or is it only when your spirit is bleeding?"

 _Is that your only trick? Hurting me? Because it's already getting old._

"Well next time, maybe I'll torture your friends instead."

 _Please. Like you could take on any of them. You're just running around like a coward, throwing other people in their way to buy yourself time._

"You would know, wouldn't you? Always clinging to powerful people, aren't you? I saw their names in your heart, Zane, Jaden, Chazz," she chuckled. "You don't have the guts to be your own person."

As another wave of anger washed over her, her eyes fluttered shut as she searched.

 _I care about them! I'm trying to be helpful! All you can do is destroy!_

"Helpful? You think they need help from you? You're trying to help yourself, you just can't admit it." She continued down the hallway, heading for the stairs.

 _We work together! We're a team! We all help one another!_

"Is that what they say, to make you feel better?"

The rage grew stronger. She paused, halfway up the stairs, eyes flickering for a few seconds, before moving on.

"I'm sure they like having you around, doing whatever they ask. You're so desperate to be part of the group, you don't even see that they don't need you."

She moved quickly now, her footsteps echoing in the empty halls as she headed for her goal. The white-hot rage was building, and she loved it. Pausing at a crossroads, she closed her eyes, focusing to make sure which way to go.

The fury faltered, and Yubel knew she'd made a mistake. _What are you doing?_ Blair hissed suspiciously. _What are you hiding?_

"I'm just eager to go kill one of your precious friends," she said.

That got a bit of anger, but it wasn't enough. Dammit.

 _You're scared. You don't want me to see, but you're scared._

Yubel laughed. "If you think I'm afraid of _you_ , little girl, you're sorely mistaken."

 _Not me. You're doing something even though it scares you. You're the one who's desperate._

"What makes you think that I, of all people, -"

"You!"

The spirit turned to see who had interrupted her. Her eyes widened just for a moment at the sight of Adrian Gecko, Duel Disk at the ready.

#

William cocked his head towards his ally. "You're unusually quiet," he observed.

"It's been a rough few days," the Southern teen explained.

"Jaden said you play the game for fun, to make friends," William said. "It must be a shock for you, coming here."

"Yeah, you could say that," Jesse mused. "But I don't know. I've known for years that Duel Spirits are real, so it's not weird, being in this dimension with real monsters. I just don't like that everyone's so scared and angry."

"That's just normal people," William shrugged as they walked into the entrance hall. "Human or spirit. We're easily prone to violence."

"Still don't like it."

"Me neither," William said, smiling at Jesse's surprised look. "But I've gotten good enough to survive." As he spoke, he made a motion with his arm, causing a card to fall out of his sleeve and into his hand. "Speaking of which, they're trying to surround us. Let's not let that happen."

"Where-" Jesse began.

"On your right."

Saying so, he hurled the card ahead of them, watching it turn into a gaunt, dark horse with blazing red eyes. Screams of fear preceded the appearance of a group of Ra Yellow Students. One of them turned back, summoning a rainbow-colored fish that entangled the horse and brought it to a halt.

Jesse summoned Emerald Tortoise just in time for the monster to stop a surprise attack with his shell, deflecting several ninja stars. As more ninjas appeared in front of some Slifer Red students, Topaz Tiger burst forth and pounced on them.

The next couple of minutes were a blur of action as monsters were Summoned and destroyed in rapid succession and spells flew every which way. Bursts of multicolored light from the Crystal Beasts were offset by deep shadows cast by William's Nightmare cards.

Just as quickly as it had begun, the fighting came to a standstill. Jesse and his monsters were all trapped inside a domed cage, while William's monsters were locked in combat with a crowd of angelic creatures. One by one, his Nightmares began to fall, shattering into wisps of darkness, first the horse, then snakes, the dark-furred wolf, until only several walls of bones kept him safe.

"Where's your dragon?" Jesse called out to him.

"Too dangerous in here!" William called back.

"You're about to lose! They could kill you here!"

"I won't die, I'll just be weakened!" one of the walls shattered and he retreated behind the other two, conjuring a sword in his hand as an angel with wings of light approached.

"We need your help! You're the strongest one besides Jaden!"

"You'll be fine!" he swiped at the angel, destroying it with one slash, only for two more to rise up in its place.

"We can't find the evil spirit without you, William! You've gotta make it through this!" Behind William, the last two bone walls were destroyed, crumbling away and fading into nothing. A beautiful angel with golden wings stood there, power emanating from her very being. "Use your dragon!" Jesse screamed.

William turned to look at the golden angel, his blue eyes narrowing. The sword in his hands turned back into a card, which he tucked away before drawing out two more. "Fine. **Nightmare Dragon!** " he bellowed. "With **Nightmare Flames!** "

The black dragon surged forward, looming over the battle and smashing into the golden angel full-force. A second later, crimson flames burst to life all over its scaly body, casting a hellish light over the scene as the angel was destroyed.

"Attack!" William and Jesse screamed at the same time.

The dragon opened its maw and a river of fire gushed forth.

#

Chazz was standing apart from the others, watching as Syrus tried cheering up Jaden. The Slifer Slacker had been unnaturally serious since he quit moping. While it was a little odd to see him that way, it had been a nice change from the usual goofing around they had to put up with. Trues-dork clearly didn't think so, as he kept bringing up old adventures they'd had, obviously trying to cut the tension and make Jaden laugh or smile. _Doesn't that dweeb realize how dangerous it is here?_ Chazz wondered. _Now's not the time for dumb jokes!_

Although he'd never admit it, Hassleberry was the reason he wasn't caught completely flat-footed. The burly Ra Yellow was sitting by Bastion's research, clearly guarding it as if someone might attack it. All the warning Chazz got was a sharp turn of Hassleberry's head. Looking in that same direction, he saw one of the arena doors opening slowly, a shadowy, indistinct object nosing its way through.

Then adrenaline rushed through his body as he recognized the cannon barrel pointing at them. "MOVE!" he bellowed, grabbing his deck and slamming it into his Duel Disk. A moment later he had to dive to one side as the barrel flared. A thunderclap blasted through the cafeteria, half-deafening them, and Chazz actually felt the wind from the passage of the projectile. The wall he'd been leaning against exploded from the impact, shattering into a million splinters.

Chazz got to his feet shakily, staring at the door. He was even more astonished to see a T-Rex charge into the door, ripping it off its hinges and attacking what he recognized as a **Blowback Dragon**. How in the world was Hassleberry back up and fighting so quickly?

He had to stop wondering as another movement caught his eye. Another door was opening, and he recognized an Obelisk Blue entering, Duel Disk already active. As he walked into the cafeteria, he Summoned out a **Masked Beast** , a terrifyingly powerful monster. Well, he couldn't let this punk blindside Hassleberry.

"I Summon **Armed Dragon LV 5**!" he announced, slapping down the card on his Duel Disk. "Destroy it with your special ability!" he ordered, discarding an **Ultimate Obedient Fiend**. His dragon fired off several energy disks that sliced the **Masked Beast** to pieces, which shattered into motes of light.

A moment later, his dragon was collared by a ring with grenades attached to it. He only had time to swear before the grenades went off, blowing his dragon to pieces. A giant gold revolver appeared in front of him, absorbing the explosion before it could reach him. As soon as the explosion finished, the gun went off, releasing a fiery missile that smashed into an enemy Blue and sent him flying back through the door.

"They've got us surrounded!" Hassleberry called out.

Looking around, Chazz could see he was right. Obelisk Blues had entered through every entrance into the cafeteria. A closer look revealed that several of them had their forearms exposed, revealing irregular patches of purple scales, just like what Viper had displayed. So these were the spirit's subordinates, without a doubt.

"We only want Jaden Yuki!" one of the Blues announced. "Everyone else can leave!"

In seconds, the other students were stampeding out the doors, leaving Jaden and his friends behind. "Wait, don't run!" Tyranno yelled. "We can protect you!"

"Like you protected Ishiki?" another Blue challenged them.

In no time, the cafeteria was clear aside from the Blue invaders, Jaden, Syrus, Hassleberry, and Chazz. The Princeton heir sneered at the enemies.

"Let's take these chumps down!" he yelled, pulling another card. "Armed Dragon, come on back!" with a quick **Level Modulation** , his dragon was alive again. "Time for an upgrade, pal!" the dragon grew bigger and bigger, shiny armor materializing all up and down its body, until the invaders found themselves facing the mighty **Armed Dragon LV 10.**

"No point holding back against these traitors!" Hassleberry agreed. "Go, **Super Conductor Tyranno**!"

#

The pile of flaming rubble was quickly doused by Bastion's **Water Dragon** , but they still had to scramble over the burning hot rocks to get back in the school. Bastion, Jim, and Alexis were all expecting the worst. When they saw Jesse kneeling over the body of another student, weeping openly, their hearts plummeted.

"Jesse?" Alexis stepped forward cautiously. The green-haired boy didn't look up, but movement caught her eye. William stepped out of a patch of shadows, his blue eyes downcast. "What happened?" she demanded.

"It was my fault. I wasn't paying enough attention, I let them attack and advised Jesse to fight back. I thought we could stop them. But they were too much."

"What did you do? I know Jesse doesn't have FIRE monsters!"

"I t-told him to," Jesse choked out. Jim knelt down next to him, slipping an arm around the boy's shoulders to pull him gently away from the student on the ground. "I was trapped and he was stuck, he couldn't beat them. S-so I told him to use his dragon."

"It worked very effectively," William said flatly. "And I walked us right into the enemy's trap."

"Because we've been dueling with relative safety. But when you unleash your ace monster, suddenly students are killed," Bastion deduced easily. "It stole away their protection again, didn't it?"

No one really needed to see William's sad nod, or hear Jesse's grief-stricken sobs to know that Bastion was right.

"This was that thing's fault," Jim told Jesse. "Not yours, mate. You were just trying to keep a friend safe."

"He's right," Alexis agreed, putting a hand on Jesse's shoulder and rubbing it comfortingly. "This just proves we have to stop that monster before it can do anything more."

There was a somber silence as Jesse leaned into his friends' embrace. As they took care of that, Bastion walked over to William. "How many?" the scientist asked quietly, so the others wouldn't overhear.

"At least ten," William said softly. His blue eyes, normally so focused, were distant right now. "Not more than sixteen."

"Not good," Bastion said, looking at the rubble mound that was the only available tombstone,

"Did you get anything?"

Bastion sighed. "The signal was lost, but I'm fairly certain Eisenstein told us to go to the tennis courts."

"Tennis?" William asked.

"A human sport. He's aware of what it will take for us to expand the portal and return home. They've located the Rainbow Dragon tablet and are making it into a card. Supposedly, if we go to the tennis courts we can widen the portal just enough for them to send the card through. Then Rainbow Dragon can help open the portal enough for us to return home."

"That's good news," William agreed. "Although we still need a worthy opponent for the dragon."

"One step at a time."

William's head snapped up suddenly, his expression intently focused, but not on anything there. "I hate to be the bearer of bad news," he began, raising his voice so the other three could hear him. "But there's a battle in the cafeteria."

"That's where they're waiting for us!" Jim exclaimed, getting to his feet.

William walked over, extending a hand for Jesse to take. "We need to go save your friend Jaden."

The name seemed to dry out the tears in Jesse's eyes at once. Taking William's hand, he got to his feet, checking that his deck was ready to go.

#

"Adrian, just what do you think you're doing?" she asked. "I told you to stay close to Jaden and the others and give me intel when I ask for it."

"Oh, I've got intel," Adrian said, not relaxing at all. "The intel is that you're a snake. You have no compunctions against throwing your own followers under the bus just for a temporary advantage. And that makes me think I really don't want to be your follower."

 _Hey, someone figured out you're evil. Go figure._

"Adrian, you and I both know these other Duelists are nothing special. It costs me energy just to make them a challenge for the elites." She gave him an appraising look, eyes raking his form, taking in the wild flow of Duel Energy that surrounded his body, invisible to human eyes. "You're better than that even without my help. Imagine what we could do, you and I, working together properly."

"I don't think so."

"If you're so sure, why did you come here alone?"

She smirked when he hesitated.

 _Hate to break it to you, but this guy's not gonna fall for some cheap flattery and false promises._ Blair commented. _You sure you won't be the one betrayed here?_

"Everyone else is busy. And I have my own secrets to keep, but that doesn't mean I'm on your side."

 _And you're still too cowardly to fight anyone personally, right? So I'm betting you're just gonna run away again._

"It's not about sides, Adrian," Yubel said calmly. "It's about everyone getting what they deserve. I deserve to get my revenge against Jaden, and you deserve to become the great leader you would have been, if not for your brother."

"Is that what you told Ishiki? Did he deserve to get squashed like a bug?"

"Ishiki reached too far. He thought he was better than he really was. What happened wasn't my doing, he just pushed himself too far."

Adrian's eyes narrowed, scrutinizing Yubel through his glasses.

 _Speaking of going too far, what happened to that thing you're looking for?_

The unexpected query threw her thought process off track and for a moment an image floated to the front of her mind. A giant stone prison, buried underground- she rapidly buried the thoughts behind shields, keeping it away from Blair's scrutiny.

 _I've heard of that..._ Blair's musing distracted her from Adrian, and she didn't realize it until the red-haired boy drew a card and set it on his Duel Disk.

"I don't believe you. We'll see what the rest of them have to say. Go, **Cloudian - Poison Cloud**!"

As she turned her arm into a Duel Disk, summoning a blocker, something prickled against her senses. A distant, but rapidly approaching, familiar energy signal.

#

William hesitated as they passed by a staircase, cocking his head to one side as if listening to something. "You go on ahead," he told them, changing direction and running up the stairs. "I have to make a detour."

#

Syrus winced as his **Steam Gyroid** was ripped in half by a Fiend. As it came closer, he fumbled for a new card, his sweaty hands slipping on the plastic. He'd already lost half a dozen monsters, and he was feeling weaker every time. The grisly thing before him stepped out, one claw outstretched, only for Hassleberry's **Tyranno Infinity** to impale the fiend on its horns. It shattered into light, leaving the dinosaur growling at their attackers. Syrus finally managed to pull his next set of cards.

"Stop playing around, Truesdale!" Chazz yelled. "Let's show these chumps why we're the best!"

As he spoke, he combined his monsters, Fusion Summoning the giant **VWXYZ-Dragon Catapult Cannon**.

"I use **Power Bond**!" Syrus announced. "Along with **Cybernetic Fusion Support** to fuse four monsters in my Graveyard and Summon **Super Vehicroid Stealth Union**!"

A second giant robot materialized as Syrus's Vehicroids mixed and matched together. Then its eyes flared bright yellow as its ATK score doubled to 7200.

"I use **Fiendish Chain**!" an enemy Blue announced, sending dark chains to ensnare the Vehicroid.

"I summon **Cyber Kirin** , and sacrifice it for its protection!" Syrus said.

" **Tyranno Infinity** , attack!" Hassleberry ordered.

The massive dino, with 8,000 attack points, charged the enemy, only for a **Negate Attack** to push it away.

"We sure could use some help here, Sarge!" Hassleberry said, glancing back at Jaden.

"For once, I agree!" Chazz yelled. "Get off your ass and start fighting seriously!"

"But if I'm the reason why-" Jaden started.

"They're already attacking us, laying down and taking it won't change things!"

"Hey, give it a rest, Chazz!" Syrus yelled at him. "He's been through a lot lately!"

"We all have!"

Hassleberry was just opening his mouth to say something when a wave of blue fire swept across the battlefield, engulfing all the monsters and spells in play. As they watched, aghast, their monsters exploded into fragments of light. The fire faded, revealing **Demise, King of Armageddon**.

"Jay," Syrus gasped, collapsing as he felt all his strength leave with his monster. "Please, fight."

Demisestrode forward, raising its staff just long enough to take aim, then stabbing down at Chazz. As the weakened Princeton heir braced himself for an impact, the transparent form of **Winged Kuriboh** appeared in front of Demise, halting him in his tracks.

"I had **Flute of Summoning Kuriboh** face-down," Jaden announced. "I activated it before everything was destroyed, and on the turn that **Winged Kuriboh** goes to the Graveyard, my side takes no battle damage."

Syrus smiled as Jaden walked forward, Duel Disk activated, placing himself in front of eight enemies. All of them were quickly setting Traps and exchanging nervous looks with one another.

"I activate **Polymerization** and Fusion Summon **Elemental Hero Plasma Vice**. With his effect, I discard 1 card and destroy **Demise**." a giant in shining gold armor appeared from a swirling vortex, then unleashed a blast of lightning that blew apart the fiend. "Next I activate **O-Oversoul** to revive the **Elemental Hero Neos** I discarded." With a flash of light, the white-skinned warrior appeared on the field. "I Normal Summon **Neo-Spacian Aqua Dolphin** , and use his effect to make you discard."

Chazz, Syrus, and Hassleberry all shared a look as Aquos let out a sonic scream that shattered a card. Jaden may have been Dueling, and even taking full advantage of being able to simply pull and play any card in his deck, but the stone-faced, joyless way in which he was going at it was unnerving.

"I use the combo of **Cocoon Party** and **Contact** to Special Summon **Neo-Spacian Air Hummingbird**. With Contact Fusion, I Summon **Elemental Hero Storm Neos**. And he destroys all Spell and Trap Cards on the field."

As a storm swept through the cafeteria, tearing apart all the face-down Traps into scraps of light, the enemy Blues' shocked and horrified expressions showed just how important those cards had been.

"With **Polymerization** , I Fusion Summon **Elemental Hero Flame Wingman**. Now, my three Fusion monsters attack."

Bolts of lightning, a stream of flames, and gale-force winds swept through the cafeteria, bowling over three different Blue invaders. Just as Syrus was about to cheer, he saw Jaden hold up more cards and realized his friend wasn't finished.

"I activate **De-Fusion** to separate **Elemental Hero Plasma Vice**. Then **Sparkman** and **Bladedge** will both attack." more lightning, along with sharp blades, brought down a fourth Blue, leaving half the enemies defeated. "And **Flash Fusion** will fuse **Flame Wingman** with **Sparkman** to form **Elemental Hero Shining Flare Wingman**. Attack."

Jaden watched, seemingly uncaring as a fifth opponent was struck down. "And now, **Contact Out** will separate **Storm Neos**. And those three monsters will all attack."

Neos knocked out a sixth Blue, while Aqua Dolphin and Air Hummingbird double-teamed a seventh.

"You wanna keep going?" Jaden asked the final invader, setting three face-down cards as he spoke.

"You think you're so big and tough, don't you, Yuki?" the Blue snarled. "You just strut around with your fancy, one-of-a-kind cards and beat everyone else without even trying. Then you look down on the people who actually work to be good at the game!"

"No, I don't," Jaden said tiredly. "I just want to have fun."

"Is that why you've got an evil spirit in your Deck? You couldn't be good enough on your own, so you made a deal with that thing and let it kill other people just so you could win all the time!"

Jaden shook his head, but the accusation seemed to have finally sparked some anger in him. "It's lying to you! Winged Kuriboh's not evil, it is! It's possessing Blair!"

"Blair told us herself she let the spirit into her!"

"That's not true!"

"Oh, give it up! As if any of us would ever believe you again, Slifer!" the Blue furiously pulled a new card. "I Ritual Summon **Ruin, Queen of Oblivion**! Then I Special Summon **Chaos Sorcerer**! I equip him with **Wicked-Breaking Flamberge Baou,** then I Normal Summon **Chaos Necromancer** , with 3,300 attack! **Chaos Sorcerer's** effect banishes **Shining Flare Wingman**!"

A vortex of light and dark materialized under the glowing Hero, sucking him away into oblivion. Looking at the monsters assembled, Jaden realized quickly that they could wipe his field, along with most of his Life Points.

"Too bad, Slifer. You weren't good enough. **Chaos Necromancer** , attack his precious **Neos**!"

" **Mirror Force**!" Chazz yelled, shocking everyone, even Jaden. A golden, spherical shield surrounded Jaden's monsters, blocking the missile of dead spirits from **Chaos Necromancer** , reflecting it into several beams of energy that punched holes in the enemy monsters.

"Go, Chazz!" Syrus cheered, hardly believing he was saying the words.

A deep noise of stone grinding on stone put a halt to his celebrations. Looking around, they saw the holes that the energy beams had just punched clean through the walls and ceiling. Cracks were rapidly spreading as tons of concrete and steel strained to stay together without proper support.

"Clear out!" Hassleberry ordered, struggling to his feet. "Everyone, get out of the building!"

He snatched Syrus up without even slowing down, then reached down to lift up Chazz only for the Princeton heir to smack his hand aside and stand up on his own.

"What about them?" Jaden asked, looking at the Blues. The last one had collapsed, spread-eagle on the floor as his monsters dissipated.

"You three go, I'll get them up and moving!" Hassleberry said, pushing Syrus at Chazz and Jaden. "Now run!"

#

"You'll regret this, Adrian," she hissed, casting a **Dark Core** to get rid of the **Cloudian - Nimbusman** he'd Summoned. She wasn't in danger of losing the fight, but she also couldn't break away and escape.

 _Aww, are they not letting you scurry into your hole? Doesn't it suck when you can't just pick on people weaker than you?_

Blair was being actively difficult, now more than ever. The sarcastic commentary and rudimentary mental attacks against Yubel's guarded thoughts were providing enough of a distraction to make it just that little bit too difficult to put an end to this. She'd been right at the beginning, the shy boy would have been a more pliable host. But she may not have become so powerful so quickly with a weaker body.

As a blast of cold air struck her, icing over the corridor and making her shiver as her breath came out white, she realized it was the wrong time to second-guess her choices. Especially since _he_ was-

"What's this?"

Oh, _fuck_.

 _I don't know this guy, but I like him already,_ Blair said.

"Nightmare Soul," she snarled. "I thought you died centuries ago."

"It's William, right now. And I'm surprised you know me. Who exactly are you?"

She opened her mouth, rapidly coming up with an answer that would seem like an obvious evasion, but while also subtly deflecting him away from the truth. After all, if he realized who she was-.

"Her name is Yubel."

Her eyes widened in horror as she remembered that Adrian had been chasing after her card on Earth and knew exactly who she was.

"William" went stock still, his blue eyes also widening fractionally as he looked at her more closely. "Yubel? That's not..." he let his voice trail off. "What happened to you?"

"Why do you care? You were hiding, for centuries, no help to anyone! He mourned your death, and then died because you weren't there to help! And you just walked away!"

"I was sealed in a box! I only woke up a few years ago!"

"Then you're useless! If you were so weak on your own, we don't need, he doesn't need you!"

Her hand blurred as she snatched a card out of her deck and played it. A shadowy fiend burst forth, crossing the distance between her and Adrian and slashing at the boy with a scythe. Blood sprayed across the wall and ceiling as he stumbled back, looking down at the wound in confusion.

William quickly pulled his own two cards and unleashed them, but she sent her monster to intercept the wolf and horse as she ran in Adrian's direction. She had no more time to waste, she had to get to the-

A wind lifted her up off the floor, slamming her into the ceiling as a massive blue cloud formed in front of Adrian. A second later, his **Cloudian - Eye of the Typhoon** unleashed a cyclone at ripped through the entire hallway, sending her, William, and both of William's monsters tumbling away. As she crashed into William, her body suddenly moved without her choice.

Adrian watched grimly as the enemy was stopped. Hopefully, William could use the opportunity to hold her down and capture her. Peering at them through his glasses, he saw Yubel look up at William while they were both pinned against the wall, saying something. She must have been yelling, but he still couldn't hear through the roaring wind. Oddly, her expression was pleading and hopeful, not angry and spiteful as it had been moments ago.

#

Axel was running down the hall at full speed when someone rounded the corner ahead of him, also moving as fast as they could. He collided with them, knocking the other person into two other people and winding up in a pile of on the floor.

"Get off us!" Chazz snapped. "We've gotta run!"

"What happened? Axel asked, getting to his feet and hauling up Syrus and Jaden. "I heard explosions."

"They attacked us in the cafeteria. We didn't kill any people, but we might've killed the building."

"What!?" Axel yelled before he could help it. "We've got to get everyone out!"

"Hassleberry's rescuing the people we Dueled," Jaden said. "He told us to run."

"He was right. You keep going, head out front and I'll find the PA system to alert the whole school. Go, now!"

He didn't waste time waiting for a response, but took off in the direction of the principal's office.

#

Shaking her head, Yubel focused on her surroundings. She was crumpled on the floor, her

small body still shaking even after the attack had ended. William was gone, as were his monsters. The Cloudian was still there, looking down at the bleeding Adrian with its one eye. He was getting to his feet, using his torn-off cape to hastily bandage the wound. She considered killing him. He knew too much, after all. But shouldn't she focus on William? He was weak, she'd realized that once they were in physical contact. He must really have been sealed for a long time to have lost so much power. If she could take him out now, it would make her mission a lot easier.

Glancing at Adrian, she wasn't surprised to see him stumbling as he tried to walk away. That much blood loss, while keeping a monster around, would drain anyone quickly. Even without using her trick to make an attack pierce through a Duelist's natural defenses, one solid hit would kill him.

Then his Cloudian puffed up its cheeks and blew out a window. Adrian stumbled through, collapsing into his monster's arms as it drifted out through the opening, flying away. Yubel shrugged. If he wanted to leave, good riddance. He could have become a king if he'd stuck with her.

Turning her attention to other things, she realized the one project that was most important right now. Finding an unused room, she locked herself inside and sat down to meditate. Slipping into her mindscape, approaching the tied-up Blair, she allowed her anger to show in her expression. Until now, the girl's defiance had been almost amusing, just a little irritation from a lower life-form that thought it was something special. Now the little bitch had tried to take back her body, to steal away Yubel's power. And that kind of rebellion couldn't be allowed.

Ripping away the thorny vines, smiling at the gasps of pain as they cut at Blair's wrists, Yubel grabbed the girl and pinned her to the ground, looming over her. "So, you want to fight me, little girl?" she hissed. "Let's see how strong you really are."

#

Axel looked over as Jim approached. It had been several hours since the multiple attacks on the elites. The cafeteria, and other parts of the school, had collapsed inward. They didn't know yet if anyone had died in the collapse, but there were students missing. All of the elites had made it out safely, and more than half of the other students. William, who'd shown up after everyone else, said that he could sense the spirit and its supporters gathered within the school, all in one location. Axel had a grim feeling that more than a few innocent students had died today. As had the ones facing William.

"Where did you go?" he asked the spirit.

"Yeah, mate, you split up from us and we didn't see you for hours," Jim added.

"I sensed the enemy and went to fight her. She was more powerful than I expected. Adrian was already fighting her when I arrived, but he's probably dead now."

"Dead? How?" Axel demanded.

"A very old tactic, refined during the Shadow Wars, the first time that Zorc Necrophades was sealed away. It merely requires a very dense concentration of Duel Energy in a spirit's attack or weapon to punch through our defenses and affect us like an ordinary attack."

"And you knew about this and didn't think to warn us?"

William sighed. "Not many know about it these days. The Shadow Wars were over seven thousand years ago, and the technique isn't taught lightly. I didn't expect our enemy to know it, and I didn't plan to use it unless absolutely necessary."

Axel narrowed his eyes, leaning in a little closer to look William right in his brilliant blue eyes. "And did you use it today?" he asked quietly.

William met his glare evenly. "No, I didn't," he answered. "I only meant to force them back and escape with Jesse. I didn't choose to kill them."

Axel stared just a little bit longer before nodding. For now, he would accept what William had to say. "So Adrian is dead."

"It got chaotic, and I didn't see everything that happened. But there was a trail of blood leading to a shattered window. He may have escaped, but the amount of blood is a bad sign. I don't expect to see him again."

Axel shook his head, pinching the bridge of his nose with two fingers. "Great. One down, all the other students against us, and guess what else happened? They stole almost all the food while we were getting out of the building. We'll start starving within a week."

"It may last longer than that," Jim said. "I overheard some of the students. They're talking about leaving. They don't think we can protect them even if we want to. If a bunch of 'em leave, we'll have more food."

"A bunch of kids running off into the desert with no food and no protection isn't a good thing," Axel snapped.

"I know, mate." He looked at the damaged school with his one eye. "We've got to get that Rainbow Dragon and make it home quickly. Or we won't make it back at all."


End file.
